UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission File Number: 001-38493

eXp World Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		98-0681092
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)



2219 Rimland Drive, Suite 301 Bellingham, WA		98226 (Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (360) 685-4206

Securities registered pursuant to section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	EXPI	The Nasdaq Stock Market

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐☒ No ☒☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

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.

Yes ☒ 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 such files).

Yes ☒ 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	☒	Accelerated filer	☐
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

Based on the registrant’s closing price of $119.2910 as quoted on the Nasdaq Stock Market on June 2830, ~~2024,~~2025 the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and nonvoting common equity held by non-affiliates of eXp World Holdings, Inc. was approximately $~~922~~795.7 million. The number of shares of the registrant’s ~~$0.00001 par value~~ common stock outstanding as of December 31, ~~2024~~2025 was ~~154~~161,~~133~~049,~~385~~979.

DOCUMENTS INCORPORATED BY REFERENCE The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days after the end of the fiscal year ended December 31, ~~2024~~2025. Portions of such proxy statement are incorporated by reference into Part III of this ~~Form~~annual ~~10-K.~~report ~~Portions of the Registrant’s Annual Report~~ on Form 10-K ~~for the fiscal year ended December 31, 2023 are incorporated into Part I, Item 1 and Part II, Item 7, of this Form 10-K~~.

Table of Contents

TABLE OF CONTENTS

		Page
FORWARD LOOKING STATEMENTS		1
NOTE REGARDING INDUSTRY AND MARKET DATA

PART 1		2
Item 1.	Business	2
Item 1A.	Risk Factors	95
Item 1B.	Unresolved Staff Comments	2618
Item 1C.	Cybersecurity	2618
Item 2.	Properties	2919
Item 3.	Legal Proceedings	2919
Item 4.	Mine Safety Disclosures	2919

PART II		3020
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3020
Item 6.	[Reserved]	3221
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3221
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4629
Item 8.	Financial Statements and Supplementary Data	4730
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	7354
Item 9A.	Controls and Procedures	7354
Item 9B.	Other Information	7556
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	7556

PART III		7556
Item 10.	Directors, Executive Officers and Corporate Governance	7556
Item 11.	Executive Compensation	7556
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	7556
Item 13.	Certain Relationships and Related Transactions, and Director Independence	7556
Item 14.	Principal Accountant Fees and Services	7556

PART IV		7657
Item 15.	Exhibits and Financial Statement Schedules	7657
Item 16.	Form 10-K Summary	7758

SIGNATURES		7859

Table of Contents

FORWARD-LOOKING STATEMENTS

~~This~~Each ~~Annual~~of ~~Report~~the onterms ~~Form~~the ~~10-K~~“Company”, ~~(this~~ “~~Annual~~eXp”, ~~Report~~“we”), ~~the documents incorporated into this Annual Report by reference~~“us”, and “our” ~~other~~as ~~public~~used ~~filings~~herein ~~contain~~refers ~~forward-looking~~collectively ~~statements~~to ~~within~~eXp ~~the~~World ~~meaning~~Holdings, ~~of the Private Securities Litigation Reform Act of 1995~~Inc. ~~Forward-looking statements are not based on historical facts but rather represent current expectations~~ and ~~assumptions~~its ofwholly ~~future~~owned ~~events. These statements involve known and unknown risks~~subsidiaries, ~~uncertainties~~unless ~~and~~otherwise other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statementsstated.

Many of these risks and other factors are beyond our ability to control or predict. Forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “could,” “can,” “would,” “potential,” “seek,” “goal” and similar expressions. These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ significantly from management’s expectations, include, but are not limited to:

This Annual Report on Form 10-K (the “Annual Report”) contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Many of the forward-looking statements are located in Part I, Item 1 of this Annual Report under the heading “Business” and Part II, Item 7 of this Annual Report under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. For example, statements in this Annual Report regarding the potential future impact of macroeconomic conditions on the Company’s business and results of operations and expectations of growth, including as a result of investment in technology and entering into new markets, are forward-looking statements. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to:

●

the impact of macroeconomic conditions on the strength of the residential real estate market;

● the impact of monetary policies of the U.S. federal government and its agencies on ~~our~~the Company’s operations;

●

the impact of changes in consumer attitudes on home sale transaction volume;

●

the impact of excessive or insufficient home inventory supply on home sale transaction value;

● ~~our~~the Company’s ability to attract and retain additional qualified personnel;

● changes in tax laws and regulations that may have a material adverse effect on ~~our~~the Company’s business;

● ~~our~~the Company’s ability to protect ~~our~~its intellectual property rights;

● the impact of security breaches, interruptions, delays and failures in ~~our~~the Company’s systems and operations on ~~our~~the Company’s business;

● the Company’s financial condition and reputation;

● ~~our~~the Company’s ability to predict the demand or growth of ~~our~~its new products and services;

● ~~our~~the Company’s ability to maintain ~~our~~its agent growth rate;

● the impact of adverse outcomes in litigation and regulatory actions against usthe Company and other companies and agents in ~~our~~its industry on ~~our~~the Company’s business, including the outcome of any settlements related to those actions; and

● the ~~effect~~effects of inflation and continuing high interest rates on real estate transaction values and ~~our~~the Company’s operating results, profits and cash flows.;

~~Other~~as ~~factors~~well ~~not~~as ~~identified~~those ~~above,~~risks ~~including~~discussed ~~those~~in ~~described~~Part inI, Item 1A, “Risk Factors”, Item 3, “Legal Proceedings,” Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, ~~Item 9A. “Controls~~ and ~~Procedures – Inherent Limitations on Effectiveness of Controls” and~~ elsewhere in this Annual Report,. ~~may~~The ~~also~~Company ~~cause~~assumes ~~actual~~no ~~results~~obligation to ~~differ~~revise ~~materially~~or ~~from~~update ~~those~~any ~~described in our~~ forward-looking statements. ~~Most~~for ~~of these factors are difficult to anticipate and are generally beyond our control. You should consider these factors in connection with considering~~ any ~~forward-looking~~reason, ~~statements~~except ~~that~~as ~~may~~required ~~be made~~ by uslaw.

Forward-looking statements are based on currently available operating, financial and market information and are inherently uncertain. Investors should not place undue reliance on forward-looking statements, which speak only as of the date they are made and are not guarantees of future performance. Actual future results and trends may differ materially from such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future developments or otherwise, except as may be required by law.

NOTE REGARDING INDUSTRY AND MARKET DATA

This Annual Report contains information based on industry publications or reports generated by third-party providers, or other publicly available information, as well as other information based on ~~our~~the Company’s internal sources. As noted in this Annual Report, the National Association of Realtors, or (“NAR”), and various Multiple Listing Service, or (“MLS,”) systems are the primary source for third-party industry data and those systems generally state that the information contained therein has been obtained from sources believed to be reliable. We have not independently verified any of the data from third-party sources nor have we validated the underlying economic assumptions relied on therein.

Table of Contents

PART I

Item 1.

BUSINESS

General

~~eXp~~The ~~World Holdings, Inc. (“eXp,” or, collectively with its subsidiaries, the “~~Company,” ~~“we,” “us,” or “our”)~~ owns and oversees a diversified portfolio of service-oriented businesses. These businesses ~~significantly~~are ~~benefit~~integrated ~~from~~through the ~~integration~~Company’s ~~of our~~ advanced enabling technology platform. ~~Our~~which ~~strategic~~enables ~~focus~~collaboration is on expanding our real estate brokerage operations. To achieve this, we emphasize enhancing the value proposition for our agents, investing in the development of immersive, cloud-based technological solutions, and ~~offering~~operational ~~affiliate~~leverage ~~and~~across ~~media~~its ~~services that bolster these efforts~~ecosystem.

The ~~following~~Company’s ~~are~~strategic ~~developments~~focus is the continued expansion of its real estate brokerage operations by delivering a differentiated value proposition to agents—centered on industry-leading economics, ownership opportunities, and access to tools and services that support long-term professional growth. Through disciplined investment in ~~our~~technology, ~~business~~education, ~~since~~and affiliated services, the ~~beginning~~Company seeks to provide a scalable platform where real estate professionals can grow their businesses and adapt to an evolving real estate marketplace. A core element of the ~~fiscal~~Company’s ~~year~~value ~~ended~~proposition ~~December~~is 31its commitment to cooperation, ~~2024:~~transparency, and consumer-centric practices, which the Company views as essential to a healthy, open real estate marketplace and a key differentiator in attracting and retaining professional agents.

●Throughout ~~The~~2025, the Company ~~announced~~also ~~various~~introduced new ~~agent~~programs ~~incentive~~and ~~programs~~specialized divisions designed to ~~enhance~~support agents in growing and expanding their businesses across a range of property types. In the ~~agent~~second ~~experience~~quarter of 2025, the Company launched its Land and toRanch ~~attract~~Division, ~~culturally~~to ~~aligned~~support agents specializing in rural, ~~teams~~recreational, and agricultural properties. During the fourth quarter of ~~agents~~2025, the Company launched its Sports and ~~independent~~Entertainment ~~brokerages~~Division, toaimed at supporting agents serving clients in the ~~Company.~~sports ~~New~~and ~~incentive~~entertainment ~~programs~~sectors. ~~include~~In addition, during the ~~ICON~~second ~~Incentive~~quarter ~~Program~~of 2025, ~~Revenue~~the ~~Share~~Company ~~Capping~~introduced ~~Incentive~~its Co-Sponsor Program, allowing agents to designate both a primary sponsor and ~~REVenue~~a ~~Share~~co-sponsor, 2as well as a U.0S. open-sourced Seller Advisory: Risks of Limited Market Exposure form, ~~which~~in ~~offer~~line ~~unique~~with ~~financial~~the ~~incentives~~Company’s commitment to transparency and education.

● The Company ~~launched~~also ~~various~~continued ~~new~~to ~~platforms~~invest ~~and~~in ~~services~~its totechnology ~~support~~platform ~~the development~~ and ~~success~~agent-facing oftools. ~~its~~In ~~agents,~~the ~~brokers~~third ~~and~~quarter ~~customers~~of 2025, ~~including~~ the ~~launch~~Company oflaunched ~~eXp~~its ~~Elevate~~CRM ~~Coaching,~~of ~~Global~~Choice ~~Agent Referral Platform~~initiative, ~~eXp~~which ~~Commercial~~allows ~~Groups,~~agents ~~new~~to ~~on-demand~~select ~~eXp~~from ~~University~~three ~~courses~~leading ~~including~~customer ~~the~~relationship ~~Fast~~management ~~Cap~~platforms ~~Training~~based ~~Program~~on ~~and~~their ~~Fast~~individual ~~Start~~business ~~Series~~needs, and ~~affiliate~~released ~~relationships~~LYVVETM, ~~with~~its ~~Sisu~~global ~~and~~property ~~Canva.~~search Inplatform ~~2024,~~designed ~~the~~to ~~Company~~consolidate ~~acquired~~listings ~~the~~and ~~assets~~related ofdata ~~LUXVT~~from tomultiple ~~enhance~~countries ~~our~~into ~~eXp~~a ~~Luxury agent program~~single, ~~which~~border-agnostic ~~experienced~~search ~~continued~~interface ~~growth~~for ~~throughout~~agents ~~the~~and ~~year~~consumers.

●During ~~The~~2025, the Company ~~announced~~made ~~expansion~~several ~~into~~key ~~Türkiye,~~leadership ~~Peru~~appointments to support its continued growth and ~~Egypt~~operational focus. In the third quarter of 2025, ~~currently~~Jesse ~~expected~~Hill towas beappointed ~~launched~~Chief inFinancial Officer of eXp World Holdings, Inc. In the fourth quarter of 2025, Carrie Lysenko was appointed Chief Technology Officer of eXp Realty ®, and Holly Mabery was appointed Chief Brokerage Officer of eXp Realty.

● Numerous remarkable agents, teams of agents, and independent brokerages joined the Company in 2024 in the US, Canadian, and global markets. Additionally, new talent joined the Company and certain key talent promoted to new roles in 2024, including the appointment of Leo Pareja as Chief Executive Officer of eXp Realty, LLC, a wholly owned subsidiary of the Company (“eXp Realty”), Wendy Forsythe as Chief Marketing Officer of eXp Realty, Renee Kaspar as Chief Human Resources Officer of eXp Realty, Seth Siegler as Chief Innovation Officer of eXp Realty, and Sumanth Kamath as Chief Technology Officer of eXp Realty.

Business Segments

The Company isoperates ~~operated~~its ~~and~~business ~~managed~~through as three reportable segments: ~~which are~~ North American Realty, International Realty, and Other Affiliated Services. ~~Our~~North ~~business~~American ~~segments~~Realty ~~bring~~includes ~~together~~residential ~~related eXp technologies~~ and ~~services~~commercial tobrokerage, ~~support~~lead ~~the success and development of agents~~generation, ~~entrepreneurs~~ and ~~businesses~~related ~~and~~support ~~provide~~services ~~them~~in ~~remote business solutions. In prior years,~~ the ~~Company’s~~United ~~Virbela~~States and ~~FrameVR.io~~Canada ~~businesses represented an operating~~ and, ~~reporting~~beginning ~~segment~~with ~~under~~the ~~Accounting~~first ~~Standards~~quarter ~~Codification~~of ~~(“ASC”)~~2025, ~~280~~FrameVR.io, ~~As a result of~~ the Company’s ~~decision~~proprietary, toweb-accessible ~~wind~~3D ~~down~~immersive ortechnology ~~sell~~platform ofthat ~~the~~provides ~~application-based~~a ~~Virbela~~virtual ~~business~~environment infor ~~the~~agent ~~first~~collaboration, ~~quarter of 2024~~training, ~~the~~and ~~Company~~community ~~determined~~engagement. ~~that~~International ~~the~~Realty ~~remaining~~includes brokerage operations ofand ~~Virbela~~support ~~did~~services ~~not~~across ~~meet~~27 ~~the~~countries ~~operating~~throughout orthe ~~reporting segment criteria; therefore~~Americas, ~~any operating results related to Virbela~~Europe, ~~prior to~~ the ~~completion~~Middle ofEast, ~~its disposition in the fourth quarter of 2024~~Asia-Pacific, ~~are~~and ~~included~~South ~~in discontinued operations~~Africa. ~~Operating~~Both ~~results~~segments ~~related~~generate torevenue ~~FrameVR.io~~primarily ~~technologies~~from ~~are~~commissions ~~included~~on inresidential ~~the~~real ~~Other~~estate ~~Affiliated~~transactions, ~~Services~~supported ~~segment~~by ~~beginning in~~ the ~~first~~Company’s ~~quarter~~cloud-based ofbrokerage ~~2024~~model. ~~All prior period segment disclosure information has been reclassified to conform to the current reporting structure in this Annual Report.~~

Other Affiliated Services includes SUCCESS^® magazine and related media properties. Prior to the first quarter of 2025, Other Affiliated Services also included FrameVR.io. In 2024, the Company wound down the Virbela business, and its remaining operations no longer met the criteria for a reportable segment; therefore, any operating results related to Virbela, prior to the completion of its disposition in the fourth quarter of 2024, are included in discontinued operations. As a result, all prior period segment disclosures have been reclassified to conform to the current reporting structure.

North American Realty and International Realty

Both the North American Realty segment and the International Realty segment generate revenue primarily by serving as a licensed broker for the purpose of processing residential and commercial real estate transactions, from which wethe ~~earn~~Company earns commissions. The Company in turn pays a portion of the commissions earned to ~~the~~its real estate agents and brokers. eXp offers an innovative cloud-based brokerage model, which reduces costs to ~~our~~the Company’s agents and brokers. The model features low entry fees, stock ownership opportunities for agents and brokers and a revenue-sharing plan through which agents and brokers can earn commission from transactions conducted by agents and brokers they have attracted to eXp. Our North American Realty segment also includes lead-generation and other real estate support services in North America and Canada. Our International Realty segment includes our foreign operations in the United Kingdom (the “U.K.”), Australia, South Africa, India, Mexico, Portugal, France, Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama, Germany, the Dominican Republic, Greece, New Zealand, Chile, Poland, and Dubai.

~~Other Affiliated Services~~

The Company’s Other Affiliated Services segment includes key assets such as FrameVR.io, our web-accessible proprietary technology offering immersive 3D platforms that are deeply social and collaborative, and SUCCESS® magazine and its related media properties, which provide training, classes, resources, and tools to empower our agents, brokers, staff, and general

~~customers~~Table toof excel and empower their professional development. This segment also includes SUCCESS® Space, a coworking solution offering highly flexible, on-demand rental workspaces for individual and group use, access to professional development coaching, media production services, virtual-world communications technology and full-service cafes.Contents

Other Affiliated Services

The Company’s Other Affiliated Services segment includes SUCCESS^®magazine and its related media properties, which provide training, classes, resources, and tools to empower our agents, brokers, staff, and general customers to excel and empower their professional development.

Markets and Customers

~~Real~~The ~~Estate~~Company’s ~~Brokerage: Our~~ clients are primarily residential homeowners and homebuyers inserved ~~the~~through ~~markets~~its ~~in which we operate as serviced by our global~~ network of independent agents and brokers. ~~These~~The ~~customers~~North ~~are~~American ~~sellers~~Realty orsegment ~~purchasers~~includes ofoperations ~~new~~across orall ~~existing~~50 ~~homes~~U.S. states and ~~engage~~all usCanadian toprovinces ~~aid~~and inrepresented ~~the~~96.9% ~~facilitation~~ of ~~the~~total ~~closing~~consolidated ofrevenues ~~the~~in ~~real~~2025. ~~estate~~The ~~transaction,~~International ~~including,~~Realty ~~but~~segment ~~not~~includes ~~limited~~operations ~~to,~~in ~~searching~~27 countries throughout the Americas, ~~listing~~Europe, ~~application~~the ~~processing~~Middle ~~and~~East, ~~other pre~~Asia-Pacific, and ~~post-close~~South ~~support.~~Africa ~~Our experienced agents~~ and ~~brokers~~represented ~~are~~3.1% ~~well~~of ~~suited~~total toconsolidated ~~support~~revenues ~~our~~in ~~customers’~~2025. ~~needs~~Other ~~with~~Affiliated aServices ~~high~~includes ~~level~~SUCCESS® ofmedia ~~professionalism~~properties, ~~knowledge~~which ~~and~~provide ~~support~~affiliated asservices ~~they~~and ~~endeavor~~professional ondevelopment ~~one~~tools ofthat ~~the~~support ~~largest~~its ~~lifetime~~agents, ~~purchases~~brokers, ~~they~~and ~~will most likely undertake~~customers.

Our North American Realty segment is comprised of operations in the U.S. and Canadian residential real estate markets. Through our network of independent agents and brokers, we have brokerages in all 50 states in the U.S. residential real estate market and residential real estate markets in all of the Canadian provinces. Our North American Realty segment represented 98.1% of total consolidated revenues in 2024.

Our International Realty segment operates in the U.K., Australia, South Africa, India, Mexico, Portugal, France, Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama, Germany, the Dominican Republic, Greece, New Zealand, Chile, Poland and Dubai. Our International Realty segment represented 1.9% of total consolidated revenues in 2024.

Other Affiliated Services: We provide affiliated services to our agents, brokers and customers that support their professional efforts and personal betterment. The Company’s cloud-based brokerage is powered by FrameVR.io technology, offering immersive 3D platforms that are deeply social and collaborative, enabling agents to be more connected and productive. Under its ownership, the Company has also built upon SUCCESS® magazine and its related media properties to develop a robust SUCCESS® brand of innovative personal and professional development tools.

Competition

~~Our~~The Company’s real estate brokerage business competes with local, regional, national and international residential real estate brokerages with respect to the sale of homes and to attract and retain agents, teams of agents, brokers and consumers — both home sellers and buyers. WeThe ~~compete~~Company competes primarily on the basis of ~~our~~its service, culture, collaboration, and utilization of cloud-based systems and technologies that reduce costs, while providing relevant and substantial professional development and opportunities for ~~our~~its agents and brokers to generate more business and participate in the growth of ~~our~~the Company.

Residential real estate brokerage companies typically realize revenues in the form of a commission based on a percentage of the price of each home purchased or sold, which varies based on geographical location and specific customer-agent negotiations, among other factors. Therefore, variability in the commissions earned in the real estate industry exists based on general economic and market factors, as well as the price and volume of homes sold. WeThe ~~are~~Company is positioned to earn commissions on either — or both — of the buy side or sell side of residential real estate transactions, as well as the ability to receive other fees for complementary services provided during the closing process.

WeThe ~~believe~~Company believes that weit ~~are~~is the only global cloud-based real estate brokerage with massive scale. This innovative operational structure coupled with ~~our~~the Company’s distribution model allows usthe Company to effectively enter new markets with speed and flexibility and without much of the investment and cost associated with establishing a traditional brokerage. WeThe Company also ~~believe~~believes ~~our~~its compensation and incentive programs to attract and retain highly productive agents are ~~one~~some of the most compelling in the industry. As such, wethe ~~believe~~Company believes that weit ~~are~~is well positioned in ~~our~~the competitive landscape.

Resources

Software Development

~~Our~~The Company continues to increase ~~our~~its investment in the development of ~~our~~its own cloud-based technology and transaction processing platforms and further expand ~~our~~its technological products and service offerings. WeThe ~~continue~~Company continues to create process efficiencies and provide ~~our~~its agents and brokers with technologies designed to facilitate transactions in an efficient and consumer-friendly way. ~~Our~~The Company’s operational model and growth strategies necessitate the proprietary technologies used to support ~~our~~its operations now and in the future, as well as requiring usthe Company to, at times, consider existing and emerging technology companies for acquisition, partnerships and other collaborative relationships.

Intellectual Property

~~Our~~The Company’s cloud-based real estate brokerage is highly dependent on the proprietary technology that wethe ~~employ~~Company employs and the intellectual property that wethe ~~create~~Company creates. “eXp Realty” is one of ~~our~~the Company’s registered trademarks in the United States, among other registered and nonregistered trademarks. WeThe Company also ~~own~~owns the rights to key domain names used by ~~our~~its domestic and international brokerages: including, for example, https://exprealty.com and https://exprealty.ca. Additionally, wethe ~~own~~Company owns registered trademarks and the rights to domain names which are leveraged in its other business segments and in connection with services that complement its real estate brokerage, such as the “SUCCESS®” registered trademark and https://success.com. The Company has also engaged various third parties to extend enterprise licenses for critical transaction management, client relationship management and other proprietary software. Information contained on the websites associated with such domain names is not incorporated by reference into this Annual Report.

3While there can be no assurance that registered trademarks and other intellectual property rights will protect the Company’s proprietary information, it intends to assert its intellectual property rights against any infringement. Although any assertion of the Company’s rights could result in a substantial cost and diversion of management effort, the Company believes the protection and defense against infringement of its intellectual property rights are essential to its business.

domain names which are leveraged in our other business segments and in connection with services that complement our real estate brokerage, such as the “SUCCESS” registered trademark and https://success.com. We have also engaged various third parties to extend enterprise licenses for critical transaction management, client relationship management and other proprietary software. Information contained on the websites associated with such domain names is not incorporated by reference into this Annual Report.

While there can be no assurance that registered trademarks and other intellectual property rights will protect our proprietary information, we intend to assert our intellectual property rights against any infringement. Although any assertion of our rights could result in a substantial cost and diversion of management effort, we believe the protection and defense against infringement of our intellectual property rights are essential to our business.

Seasonality of Business

Seasons and weather traditionally impact the real estate industry in the markets in which wethe ~~operate~~Company operates. Spring and summer seasons historically reflect greater sales periods and, in turn, higher revenues and operating results in comparison to fall and winter seasons. The Company has historically experienced higher revenue during the second and third quarters of its fiscal year due in part to seasonal industry patterns. By contrast, our Other Affiliated Services segment experiences generally consistent revenue during the year, with some increased adoption around the Company’s eXpcon events held throughout the year.

Table of Contents

and winter seasons. The Company has historically experienced higher revenue during the second and third quarters of its fiscal year due in part to seasonal industry patterns. By contrast, the Company’s Other Affiliated Services segment experiences generally consistent revenue during the year, with some increased adoption around the Company’s eXpcon events held throughout the year.

Government Regulation

See Note 14 – Commitments and Contingencies to the consolidated financial statements included elsewhere within this Annual Report for additional information on the Company’s legal proceedings. For additional information with respect to related risks facing our business, see Item “1A. – Risk Factors” included elsewhere within this Annual Report.

Legal and Regulatory Environment

~~All~~The ofCompany ~~our~~operates ~~businesses, as well as our joint ventures (such as mortgage origination, title underwriting, and ancillary agent support services), operate~~ in highly regulated industries and ~~are~~is subject to changes in laws, regulations, and government ~~policy~~policies, ~~variations~~as inwell ~~the~~as their interpretation and enforcement ~~of laws~~ by regulatory bodies and other ~~government entities, and modifications to existing laws, regulatory frameworks, and guidelines~~authorities.

Residential Real Estate

WeThe ~~primarily~~Company ~~serve~~operates in the residential real estate industry, which is ~~regulated~~subject byto extensive federal, ~~international,~~ state, ~~provincial and~~ local, ~~laws~~ and ~~authorities~~international regulation, as well as ~~private~~oversight ~~associations~~by orindustry ~~state-sponsored~~ associations ~~or organizations~~. ~~Lawsuits,~~Our ~~investigations,~~participation ~~disputes~~in ~~and~~multiple ~~regulatory~~listing ~~proceedings~~services ~~against~~and usindustry ororganizations ~~other~~also ~~professionals~~exposes orus ~~businesses~~to inevolving ~~the~~rules ~~residential real estate industry~~ and ~~tangential~~policies ~~industries~~that may ~~impact~~be ~~the~~influenced ~~Company~~by ~~and~~regulatory ~~its~~developments, ~~affiliated~~litigation, ~~real~~or ~~estate~~government ~~professionals~~action. ~~when~~The ~~the~~industry ~~outcomes~~is ofalso ~~those~~subject ~~cases~~to ~~address~~scrutiny ~~practices~~in ~~common~~areas tosuch ~~the~~as ~~broader~~antitrust, ~~industry~~competition, ~~business~~settlement ~~community~~procedures, orconsumer ~~the~~protection, ~~Company~~ and ~~may~~worker ~~result in litigation or investigations for the Company~~classification.

We are a participant in multiple listing services (“MLSs”) through our subsidiary entities, employees, and affiliated real estate professionals. Many of our affiliated real estate professionals are members of the National Association of Realtors (“NAR”) and state Realtor associations. The regulations, rules and policies of these organizations are subject to change, which changes can be influenced by regulatory developments, litigation, and other actions.

From time to time, certain industry practices come under federal or state scrutiny or are the subject of litigation. The industry is currently experiencing increased scrutiny by private parties, regulators and other government offices, both on a federal and state level, particularly in the areas of antitrust and competition, Real Estate Settlement Procedures Act (“RESPA”) (and similar state statutes) compliance, Telephone Consumer Protection Act of 1991 (“TCPA”) (and similar state statutes) compliance and worker classification.

RESPA

~~RESPA,~~The ~~along~~Real ~~with~~Estate ~~various~~Settlement ~~state~~Procedures ~~and~~Act ~~international~~(“RESPA”) ~~real~~and ~~estate~~similar laws, ~~governs~~govern ~~the~~ payments and referrals ~~associated~~in connection with residential ~~sales~~real ~~and~~estate ~~settlement services~~transactions, ~~such~~including as mortgages, title ~~insurance~~, and ~~home~~ insurance. ~~These~~Compliance laws may impose limitations on arrangements involving our real estate brokerage, affiliated real estate professionals, lead generation efforts, and the businesses of our joint ventures, in addition to mandating timely disclosure about such relationships. While RESPA and similar statutes allow for certain payments, fee splits, and affiliated business arrangements, compliance can be ~~challenging~~complex due to ~~varying~~differing interpretations by courts and regulators., ~~Violations~~and ~~can~~violations may result in ~~significant~~loss ~~penalties~~of brokerage licensure, ~~including~~significant fines, ~~and~~ legal ~~fees~~costs, ~~particularly where RESPA~~ and ~~similar statutes have been invoked by plaintiffs in~~ private litigation ~~for various purposes~~. ~~Additionally,~~State ~~we're bound by state~~ laws ~~that~~restricting ~~restrict~~ inducements and gifts to consumers, ~~affecting~~also affect our lead-generation efforts.

Antitrust

4The Company is subject to U.S. and international antitrust and competition laws, including the Sherman Act, the Federal Trade Commission Act, the Clayton Act, and comparable statutes in other jurisdictions. These laws prohibit anti-competitive conduct such as price-fixing and apply broadly to our industry.

~~Our~~Regulatory ~~business~~scrutiny isof ~~subject~~broker tocompensation ~~various~~and ~~antitrust~~MLS ~~and~~practices ~~competition~~has ~~laws,~~intensified ~~including~~in ~~the~~recent ~~Sherman~~years. ~~Antitrust~~In ~~Act~~March 2024, the ~~Federal~~NAR ~~Trade~~reached ~~Commission~~a ~~Act,~~settlement ~~the~~requiring ~~Clayton~~significant ~~Act,~~changes ~~and~~to ~~other~~its ~~related federal~~policies, ~~state,~~including ~~and~~increased ~~provincial~~transparency ~~laws~~ in ~~the~~agent ~~jurisdictions~~compensation inand ~~which~~MLS werules, ~~operate.~~which ~~These~~have ~~laws~~impacted ~~are~~industry ~~designed~~practices. toThe ~~prevent anti~~long-~~competitive~~term ~~behaviors~~effects ~~such~~of asthese ~~price-fixing~~changes ~~and~~remain ~~other~~uncertain ~~conduct~~but ~~that~~could ~~unreasonably~~increase ~~restrains~~costs ~~trade~~or ~~and~~alter ~~competition~~competitive dynamics.

InAs ~~2021,~~disclosed ~~the~~in ~~Department~~Note of13 ~~Justice~~– ~~(“DOJ”)~~Commitments ~~withdrew~~and ~~its~~Contingencies ~~consent~~ to athe ~~November~~consolidated ~~2020~~financial ~~proposed~~statements, ~~settlement~~the ~~with~~Company ~~NAR~~is ~~concerning~~a ~~alleged~~defendant ~~anti-competitive practices~~ in ~~real~~certain ~~estate.~~antitrust ~~While~~class ~~the~~actions ~~DOJ dismissed its lawsuit against NAR~~ in ~~July~~the ~~2021,~~U.S. itand ~~indicated a broader investigation into NAR's activities~~Canada. In ~~November~~December ~~2021~~2024, ~~NAR~~the ~~modified~~Company ~~its~~agreed ~~rules~~ to ~~implement~~a ~~most~~settlement ofrequiring ~~the~~ changes ~~the~~to ~~DOJ~~business ~~settlement~~practices ~~sought.~~and ~~In January 2023,~~ a ~~court~~payment ~~set~~of ~~aside~~$34.0 ~~the~~million, ~~DOJ's~~subject ~~new~~to ~~investigative~~final ~~demand~~court ~~related to NAR~~approval. ~~The~~These ~~indirect~~proceedings, and ~~direct~~related ~~effects,~~settlements ifacross ~~any~~the industry, ofmay ~~this~~continue ~~action~~to ~~upon~~require ~~the~~changes ~~real~~to ~~estate~~our ~~industry~~or ~~are~~our ~~not~~brokers’ ~~yet~~business ~~clear~~models, including compensation practices.

While anti-competition enforcement has intensified across industries, there is a unique focus on the real estate industry in the United States and Canada. In 2024, antitrust enforcement in the real estate industry has continued to evolve, with regulators maintaining a focus on transparency and competition in broker compensation and MLS practices. In March 2024, the NAR reached a settlement with the plaintiffs in various related antitrust lawsuits. The settlement required significant changes to NAR’s policies, including increased transparency in agent compensation and modifications to MLS rules, which have begun to impact industry practices. These changes have prompted brokerages, including ours, to evaluate and adapt business models to comply with the revised standards. While the long-term effects of the settlement on the real estate industry remain uncertain, these adjustments could potentially increase operational costs or alter competitive dynamics.

As disclosed in Note 14 – Commitments and Contingencies to the consolidated financial statements included elsewhere within this Annual Report, we are a defendant in certain antitrust class action complaints which allege violations of federal antitrust law in the United States and Canada. In December 2024, the Company entered into a settlement agreement (the “Settlement”) to resolve U.S. antitrust claims whereby the Company agreed to make certain changes to its business practices and to pay a total settlement amount of $34.0 million. The Settlement remains subject to preliminary and final court approval and will become effective following any appeals process, if applicable. These lawsuits and the Settlement, together with similar lawsuits against other businesses in our industry and related settlements, have prompted discussion of regulatory changes to rules established by local or state real estate boards or MLSs. The resolution of the antitrust litigation or other regulatory changes have required and may continue to require changes to our or our brokers’ business models, including changes in agent and broker compensation. This could potentially reduce the fees we receive from our affiliated real estate professionals, which, in turn, could adversely affect our financial condition and results of operations.

In addition to U.S. regulatory activity, our operations are subject to international antitrust and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other comparable laws in other countries where we operate. We remain committed to compliance with these regulations and to maintaining transparent and competitive practices across our business operations.

Worker Classification

~~Except~~Most ~~for~~of ~~certain~~the ~~employees~~Company’s ~~who have an active~~ real estate ~~license or in jurisdictions with unique local laws, our real estate~~ professionals inare ~~our brokerage operations have been~~ retained as independent contractors, ~~either~~except ~~directly~~where orlocal ~~indirectly~~laws ~~through~~require ~~third-party entities formed by these independent contractors for their business purposes~~otherwise. ~~With~~Their ~~respect~~classification tois ~~these independent contractors, we are~~ subject to rules of the Internal Revenue Service ~~regulations~~(“IRS”), foreign regulations, and applicable state and provincial ~~law~~laws, ~~guidelines~~all ~~regarding~~of ~~independent~~which ~~contractor classification. These regulations and guidelines~~ are subject to ~~judicial~~interpretation and ~~agency interpretation~~change. WeThe ~~continue~~Company tomonitors ~~monitor~~ongoing ~~these~~federal, ~~matters~~state, asand ~~well~~international asdevelopments ~~related~~in ~~federal~~this ~~and state developments~~area.

Cybersecurity and Data Privacy Regulations

~~Our~~The ~~business~~Company ~~necessitates~~is ~~collecting~~subject ~~and~~to ~~handling~~domestic ~~sensitive personal data,~~ and weinternational ~~are~~laws ~~governed~~governing bydata ~~various domestic and international~~ privacy and cybersecurity ~~laws. For example~~, inincluding ~~the~~ U.S., westatutes ~~are~~such ~~required~~as ~~to comply with~~ the Gramm-Leach-Bliley Act, ~~which governs the disclosure~~ and ~~safeguarding of consumer financial information, as well as state statutes governing privacy and cybersecurity matters like~~ the California Consumer Privacy Act ~~(“CCPA”). California further strengthened privacy regulations with the California Privacy Rights Act (“CPRA”) in 2020~~, ~~effective January 1, 2023, introducing more stringent requirements~~ and ~~creating~~international aframeworks ~~dedicated~~such ~~enforcement~~as ~~agency. Other states have enacted or are considering their own privacy laws. Internationally,~~ the European Union'’s General Data Protection Regulation. ~~(“GDPR”)~~These ~~grants~~laws ~~extensive~~impose ~~privacy~~obligations ~~rights~~related to safeguarding personal data and ~~enforces~~carry ~~strict~~significant penalties for non-compliance. ~~With~~Global ~~the~~data ~~E.U.-U.S.~~privacy ~~Privacy~~requirements ~~Shield~~continue ~~being~~to ~~invalidated in 2020~~evolve, ~~businesses~~and ~~have~~we ~~turned~~monitor todevelopments ~~alternative~~across ~~mechanisms~~jurisdictions. ~~like~~For ~~standard~~additional ~~contractual~~discussion ~~clauses~~of ~~for~~related ~~data~~risks, ~~transfer.~~see ~~Additionally,~~Item ~~global~~“1A ~~data~~- ~~privacy~~Risk ~~regulations~~Factors” ~~continue~~in tothis ~~evolve.~~Annual Report.

For additional information with respect to related risks facing our business, see Item “1A - Risk Factors” in this Annual Report, in particular under the caption “Cybersecurity incidents could disrupt our business operations, result in the loss of critical and confidential information, adversely impact our reputation and harm our business.”

TCPA

The ~~TCPA~~Telephone ~~limits~~Consumer ~~specific~~Protection ~~telemarketing~~Act ~~actions,~~(“TCPA”) ~~such~~regulates astelemarketing ~~autodialing~~practices, ~~and~~including ~~using~~restrictions ~~artificial~~on ~~voice~~autodialing, prerecorded messages, and ~~has~~communications ~~established~~to ~~rules~~numbers ~~for telemarketing compliance that account for consumer registration~~ on a national or state Do-Not-Call ~~registry~~registries. The TCPA ~~has~~requires ~~a broad definition of autodialing and mandates~~ written consent for ~~some~~certain ~~communications to~~ mobile ~~phones.~~communications, ~~Some~~and some states have, adopted or ~~might~~may ~~introduce,~~adopt their own versions of ~~the~~these ~~TCPA~~rules. WeThe ~~are~~Company ~~susceptible~~may be subject to class action claims ~~suggesting~~alleging ~~we're~~responsibility ~~responsible~~ for contacts made by ~~our~~its real estate professionals.

Table of Contents

Environmental Regulation

~~The~~Although the Company operates inwith a ~~cloud-based~~limited ~~model which gives us an insignificant~~ physical ~~geographical~~ footprint~~. Despite this~~, we are ~~impacted~~subject byto environmental regulations, particularly those ~~focusing~~addressing on emissions ~~associated~~from ~~with~~ data centers and cloud~~-based~~ operations. ~~However,~~In ~~sustainable investing and environmental, social, and governance practices continue to be~~ the ~~focus of increased regulatory scrutiny across jurisdictions. For example, in the~~ U.S., ~~the~~states ~~U.S.~~such ~~Securities~~as ~~and~~California ~~Exchange~~have ~~Commission~~expanded ~~(“SEC”) adopted~~ climate ~~disclosure~~reporting ~~rules in March 2024 to require public issuers to include enhanced disclosure regarding corporate climate-related information in their periodic reports~~ and ~~registration~~accountability ~~statements;~~laws. ~~however~~Internationally, the ~~SEC~~European ~~stayed~~Union’s ~~the~~Corporate ~~effectiveness~~Sustainability ofDue ~~such~~Diligence ~~rules~~Directive inand ~~April~~the ~~2024~~International ~~due~~Sustainability toStandards ~~litigation initiated immediately following the SEC~~Board’s ~~adoption~~sustainability ~~of such rules. If implemented, such rules would require~~ disclosure ofstandards ~~information~~may ~~about~~increase ~~climate-related~~expectations ~~risks~~for ~~that~~emissions ~~are~~reporting ~~reasonably~~and ~~likely~~transparency. toWhile ~~have~~the adirect ~~material~~ impact on anour ~~issuer’s~~ business oris ~~results~~limited ofby ~~operations~~our cloud-based model, asevolving ~~well~~global asrequirements ~~certain~~and ~~climate-related~~stakeholder ~~financial~~demands ~~statement~~could ~~metrics~~increase compliance obligations.

In addition, we expect state laws and regulations regarding these topics to continue to evolve and impose new and additional requirements. In 2024, California amended its 2023 climate accountability package, including the Climate Corporate Data Accountability Act and Climate-Related Financial Risk Act, to clarify the scope of emissions reporting and extend certain compliance deadlines. These laws mandate annual reporting of greenhouse gas emissions and biennial disclosure of climate-related financial risks and mitigation measures beginning in 2026. The amendments also emphasized reporting of Scope 3 emissions (as defined in the amendments) for entities exceeding specified thresholds, creating additional administrative requirements for many businesses, including the Company.

Globally, the European Union’s Corporate Sustainability Due Diligence Directive (CSDDD), finalized in 2024, imposes due diligence obligations on companies operating within the EU or with significant business ties to EU markets. These obligations require companies to identify, prevent, and mitigate adverse environmental and human rights impacts throughout their supply chains. While CSDDD primarily affects industries with extensive supply chains, its implications may indirectly influence our operations as we collaborate with EU-based clients and vendors. The International Sustainability Standards Board (the “ISSB”) and applicable sustainability disclosure standards impact how national regulators and governance bodies approach these and related topics. In 2024, the ISSB released guidance on integrating climate-related financial disclosures into existing financial reporting frameworks, promoting consistency across jurisdictions and aligning global reporting practices. These changes could increase pressure for voluntary alignment with ISSB standards, particularly from investors and stakeholders advocating for greater transparency. While the direct impact on the Company’s business remains moderated by our lack of brick-and-mortar locations, our reliance on cloud-based operations and vendor relationships may increase expectations for emissions reporting and adherence to sustainability frameworks.

Other Regulation

We operate in multiple geographies and industries which subject us to various governmental and non-governmental rules and regulations, including, without limitation, franchising, fair trade, health and data privacy rules. As we expand into new businesses and markets, we assign and/or engage appropriate personnel to manage and comply with such requirements.

Sustainability Initiatives

As a company committed to innovation and disrupting the traditional industry model, eXp integrates sustainability best practices throughout the organization. Our approach emphasizes leveraging advanced collaboration technologies and fostering a cloud-based business model to minimize environmental impact and promote community well-being.

In 2022, the Company conducted a materiality assessment with GlobeScan to identify key sustainability topics influencing our business success, which informed the establishment of the Sustainability Committee of our Board in 2023. This committee collaborates with management to drive strategic actions across three pillars: (1) empowering people development, (2) building inclusive communities, and (3) advancing climate-positive solutions.

EMPOWERING

PEOPLE

DEVELOPMENT

We are committed to fostering personal and professional growth for both agents and employees by offering robust training, health and well-being, and talent attraction and retention programs. During 2024, eXp University provided agents and employees access to live training sessions, on-demand courses, and certifications tailored to their career needs. Programs like Fast Start, Fast Cap, Agent Accelerator, New Agent Bootcamp, and Mentorship Program provide structured development pathways for new and seasoned agents alike, while initiatives such as Masterminds, Big Agent Meetings, and Office Hours in FrameVR.io foster

collaboration, innovation, and networking in our virtual environment. Additionally, podcasts like Friday Focus and Mindset and Motivation Monday deliver ongoing insights to inspire and support our community.

To attract and retain top agent and broker talent, eXp offers unique opportunities like the Revenue Share Program, the ICON Agent Program, and Company equity programs, enabling agents to build wealth while contributing to the Company’s growth. Employees and agents benefit from recognition programs, networking opportunities, and our award-winning workplace culture.

By aligning our development and well-being initiatives with the needs of our community, the Company strives to provide agents and employees with the tools, resources, and support needed to succeed in an inclusive, flexible, and innovative environment.

We are committed to fostering a culture that values inclusivity and equity. By embracing diverse perspectives, encouraging community engagement, and promoting fair and respectful treatment for all, we strive to create an environment where everyone can contribute and thrive.Our targeted programs and initiatives provide equitable opportunities that reflect the Company’s dedication to fostering personal and professional growth. These efforts also demonstrate our commitment to making a meaningful impact in the communities we serve, ensuring that our workforce and agents succeed in an environment that values well-being and collaboration. In 2024, we continued to build on these values through initiatives such as:

●ONE eXp: This program connects agents across diverse backgrounds, fostering a culture of belonging by providing resources, events, and leadership opportunities that celebrate varying perspectives and empower participants to succeed.

●Women’s Impact Network: This employee and agent initiative supports gender balance in the workplace by promoting professional growth, mentorship, and leadership development.

●Fair Housing Training: We provided education for agents and employees on fair housing standards, reinforcing our commitment to serving clients and communities with fairness and integrity.

●ICON Community Points: This agent initiative incentivizes meaningful community contributions through service projects, highlighting our dedication to positive social impact.

We are committed to sustainable company operations and expansion. Our virtual-first operations, supported by the FrameVR.io platform, eliminate the need for physical office spaces, significantly reducing emissions from commuting and lowering operational waste. This model reflects our commitment to reducing environmental impact while enabling seamless collaboration across our global workforce.During 2024, the Climate Action Network engaged employees and agents through eXp University’s Sustainability Trainings and agent-led Eco-Symposiums, which are available on our YouTube channel. The Eco-Symposiums feature experts discussing topics like regenerative real estate, solar solutions, and green real estate careers, inspiring real estate professionals to adopt sustainable practices in the industry. We also invested in additional resources to inventory emissions and ensure compliance with evolving sustainability regulations. By leveraging technology, expanding educational initiatives, and aligning with global sustainability frameworks, we aim to build a sustainable long-term business model.

Human Capital

~~Our~~The Company’s employees, ~~including our~~ brokers, and ~~our~~ independent contractor real estate agents, represent the human capital investments imperative to ~~our~~its operations. As of December 31, ~~2024~~2025, the Company had approximately 21,~~001~~834 full-time equivalent employees and 82over 83,~~980~~000 real estate agents. ~~Our~~The ~~employees~~Company ~~are not members of any labor union, and we have never experienced business interruptions due to labor disputes. We~~ also ~~utilize~~utilizes part-time and temporary employees and consultants when necessary; in a limited number of ~~our~~the Company’s foreign markets, wethe ~~rely~~Company relies on the use of indirect employment structures where personnel providing certain services to the foreign entities are employed by a contractor of the Company and are not employed by the Company. The Company’s employees are not members of any labor union.

~~Management:~~The ~~Our~~Company’s operations are overseen directly by management. ~~Our~~Management ~~management~~ oversees all responsibilities in the areas of corporate administration, business development and technological research and development. WeThe ~~continue~~Company continues to ~~expand~~enhance ~~our~~its current management to retain skilled employees with experience relevant to ~~our~~the ~~business. We believe our management~~Company’s ~~relationships with agents, brokers, technology providers and customers provide the foundation with which we expect to grow our~~ business ~~in the future~~. ~~We believe the skill set of our management team is a primary asset in the development of our brands and trademarks.~~

7The Company’s human capital objectives focus on attracting, developing, and retaining employees and agents. The Company also offers competitive compensation programs, including equity award opportunities for its agents and employees.

~~Talent~~Most ~~and~~of ~~Culture:~~the ~~Our~~Company’s ~~business~~real isestate ~~driven~~professionals byare ~~nine~~retained ~~core~~as ~~values~~independent ~~of community~~contractors, ~~sustainability,~~except ~~integrity,~~where ~~service,~~local ~~collaboration,~~laws ~~innovation,~~require ~~transparency, agility and fun~~otherwise. AtTheir ~~eXp,~~classification ~~these~~is ~~core~~subject ~~values~~to ~~are~~IRS ~~manifested~~rules, ~~throughout~~foreign ~~everything~~regulations, ~~we do~~ and ~~support~~applicable ~~the~~state ~~Company’s overall vision~~ and ~~shape~~provincial ~~our~~laws, ~~culture.~~all Weof ~~believe~~which ~~that~~are ~~our~~subject ~~ongoing success is attributable~~ to ~~our~~interpretation ~~outstanding agents, brokers,~~ and ~~employees who work across the U~~change.S. ~~and~~The ~~internationally~~Company inmonitors ~~the~~ongoing ~~cloud~~federal, ~~environment~~state, ~~to drive~~ and ~~support~~international ~~our~~developments ~~agent-centric~~in ~~business~~this ~~model and core values~~area.

Attracting and retaining top agents, teams of agents, and independent brokerages is central to our growth strategy as well as providing agents with the tools to help them grow their business and increase their productivity. These individuals and groups are the lifeblood of the Company’s innovative business model, bringing entrepreneurial energy and local expertise that fuel our expansion and strengthen our value proposition to clients. Their success is our success, and we are committed to providing them with the tools, technology, and support needed to thrive.

Attracting and retaining employee talent is a high priority for us, and we look to hire passionate and driven individuals who want to be a part of our mission to continue to grow the brokerage and our related suite of services. We also value transparency and are committed to an open and accountable workplace where employees are empowered to raise issues. Within the Company, we utilize employee NPS (“eNPS”) to measure employee satisfaction and engagement. The Company provides multiple channels to speak up, ask for guidance and report concerns. eXp has been named one of the Best Places to Work on Glassdoor in the big-sized company category for each of the years 2019 through 2024. In 2021, 2022, and 2023, we were named as one of the Top 100 Companies to Watch for Remote Jobs by FlexJobs. In 2024, eXp was rated #7 on Glassdoor Best Places to Work.

Health & Safety: Our employees and agents span the U.S. and international locations, with our employees operating in a fully remote environment. To support their health, safety, and overall well-being, the Company offers a comprehensive range of resources and benefits designed to promote physical, mental, and emotional wellness. We also prioritize the physical and psychological safety of our employees and agents by cultivating a culture of respect, support, and empowerment.

In 2024, we provided self-defense training for real estate agents and brokers at our annual fall convention and enhanced employee access to wellness programs such as Vitality, Noom, and Calm. Employees enrolled in our medical plan also benefit from mental health coverage and access to the Live and Work Well Portal, as well as substance use disorder helplines, fertility benefits, and virtual care options through UHC Virtual Visits. Additional agent and employee support includes (i) an agent TELUS Health’s Personal Support Line and (ii) an employee TELUS Health’s Employee Assistance Program, which programs were set up by eXp to provide agents and employees with emotional support, disaster preparedness resources, and practical guidance during challenging times. In 2024, the Company implemented Meta Workplace’s Safety Center to communicate with employees identified by the Company’s Human Resources department as potentially vulnerable to a known crisis, sending optional check-in requests via email, push notifications, and Workplace Chat, whereby employees can respond with “Safe” or “Need Help”. Employees self-identifying as needing help are contacted via telephone, and all interactions logged in HR’s maintained Disaster Response CRM in Coda.

Furthermore, through our affiliated 501(c)(3) non-profit, eXtend-a-Hand, we delivered essential financial aid to those affected by consecutive hurricanes, helping agents and employees recover. The Company also negotiated unique discounts for agents enrolling in Clearwater Benefits, reaffirming our commitment to accessible and affordable healthcare solutions.

By prioritizing health and safety, we aim to foster a supportive environment for our employees and agents, empowering them to thrive.

Independent Agent and Broker Support: We provide entrepreneurial business opportunities and a competitive compensation structure to our agents and brokers. Additionally, our agents and brokers have a unique choice to attain a greater vested interest in eXp through the acceptance of equity awards in shares of eXp common stock as part of their compensation offerings. These programs and our agent support platforms — including training, back-office support and communications — allow agents and brokers to successfully operate their own businesses that are aligned with our strategies and goals, creating synergies across our distribution network. We believe it is critical to our success that agent voices are heard at every level of the Company, including management, whose mission is supported by our Agent Advisory Council and our Board of Directors, which includes a rotating agent director seat. Refer to our Agent Advisory Council section of our website at https://expworldholdings.com/who-we-are/. Information contained on our website is not incorporated by reference into this Annual Report.

Available Information

Our website is https://expworldholdings.com. The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), are filed with the Securities and Exchange Commission (the “SEC”). Such reports and information ~~for the previous 12 months~~ are made available free of charge through our ~~website~~Investor atRelations website, www.expworldholdings.com/investors/sec-filings/~~. Additionally~~, ~~the~~as ~~SEC~~soon ~~maintains~~as anreasonably ~~internet~~practicable ~~website~~after ~~that~~we ~~contains~~electronically ~~reports,~~file ~~proxy~~that ~~and~~material ~~information~~with, ~~statements~~or ~~and~~furnish ~~other~~it ~~information~~to, ~~regarding issuers that file electronically with~~ the SEC. The public can obtain any documents that we file with the SEC at www.sec.gov.

Our Company also uses the following channels as a means of disclosing information about the Company on a broad, non-exclusionary basis, including information about our brokerage, upcoming investor and industry conferences, our planned financial and other announcements and other matters and for complying with our disclosure obligations under Regulation FD:

eXp investors website (www.expworldholdings.com/investors/)

eXp Realty LinkedIn page (https://www.linkedin.com/company/exp-realty/)

eXp Realty Facebook Page (https://www.facebook.com/eXpRealty)

eXp Realty Instagram Page (https://www.instagram.com/eXpRealty)

eXp International LinkedIn Page (https://www.linkedin.com/company/exp-realty-international/)

eXp International Facebook Page (https://www.facebook.com/expintl/)

eXp International Instagram Page (https://www.instagram.com/exp.intl/)

eXp World Holdings LinkedIn page (https://www.linkedin.com/company/expworldholdings/)

eXp World Holdings Facebook Page (https://www.facebook.com/eXpWorldHoldings)

eXp World Holdings Instagram Page (https://www.instagram.com/eXpWorldHoldings)

Please note that this list may be updated from time to time. The contents of any website referred to in this Annual Report are not incorporated into this Annual Report or in any other report or document we file with the SEC and any references to our websites are intended to be inactive textual references only.

Item 1A.

RISK FACTORS

In addition to the other information set forth in this ~~report~~Annual Report, you should carefully consider the following factors, which could materially affect ~~our~~the Company’s business, financial condition or results of operations in future periods. The risks described below are not the only risks facing ~~our~~the Company. Additional risks not currently known to usthe Company or that weit currently ~~deem~~deems to be immaterial may materially adversely affect ~~our~~its business, financial condition or results of operations in future periods. You should carefully consider the risk factors described below, together with all of the other information in this Annual Report, including ~~our~~the Company’s consolidated financial statements and notes thereto and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Annual Report. Certain statements in this Annual Report are forward-looking statements. See the section of this Annual Report titled “Forward-Looking Statements.”

~~Risk~~Risks ~~Factor~~Related ~~Summary~~to the Company’s Business and Industries

~~This~~The ~~risk~~Company’s factor summary contains a high-level summary of certain of the principal factors, events and uncertainties that make an investment in our securities risky, including risks related to our industries, risks related to our general business ~~and~~results ~~operations,~~are ~~risks~~materially ~~related~~influenced toby ~~our real estate business, risks related to legal and regulatory matters and risks related to our shares of common stock. The following summary is not complete and should be read together with~~ the ~~more~~strength ~~detailed discussion~~ of ~~these and~~ the ~~other factors, events, and uncertainties set forth below before making an investment decision regarding our securities~~U.S. ~~The~~residential ~~principal~~real ~~factors,~~estate ~~events,~~sector and ~~uncertainties~~overall ~~that~~economic ~~make an investment in our securities risky include the following:~~conditions.

~~Risks~~The ~~Related~~Company’s business results are closely related to ~~Our~~the ~~Industry~~strength of the U.S. residential real estate market, which is cyclical in nature, and general economic conditions, which are beyond its control. Any of the risks identified below could reduce residential real estate transaction volumes, depress home prices, or otherwise negatively influence the industry and the Company’s results of operations:

● ~~Our~~economic ~~profitability~~slowdown isor ~~tied~~recession toin the ~~strength~~U.S., ofCanada, ~~the~~or ~~residential~~other ~~real~~markets ~~estate~~within ~~market,~~ which isthe ~~subject~~Company ~~to a number of general business and macroeconomic conditions beyond our control.~~operates;

● ~~Monetary~~increased ~~policies~~unemployment ofor ~~the~~declines ~~U.S.~~in ~~federal~~wage ~~government~~ and ~~its~~salary ~~agencies may have a material adverse impact on our operations.~~levels;

● ~~Home~~increased ~~inventory~~energy ~~levels may result in excessive or insufficient supply, which could negatively impact home sale transaction growth.~~costs;

● ~~Material~~higher ~~decreases~~interest inrates, ~~the~~such ~~average~~as ~~brokerage~~the ~~commission~~high ~~rate,~~interest ~~due~~rates toduring ~~conditions~~2024 ~~beyond~~and ~~our control~~2025, ~~could~~and ~~materially~~continuing ~~adversely~~inflationary ~~affect our financial results.~~pressures;

● The introduction and integration of emerging technologies into the real estate industry and any delay or inability to successfully integrate such technologies into our business or the businesses of our real estate professionals could result in competitive harm.5

●Table ~~Our operating results are subject to seasonality and vary significantly among quarters during each calendar year, making meaningful comparisons~~ of ~~successive quarters difficult.~~Contents

● ~~General~~increased ~~changes~~costs inof ~~consumer~~obtaining ~~attitudes~~mortgages, ~~and~~reduced ~~behaviors~~availability ~~could~~of ~~negatively~~mortgage ~~impact~~financing, ~~home~~or ~~sale~~increased ~~transaction~~down ~~volume~~payment ~~and our business model.~~requirements;

● ~~Home~~an ~~sale~~increase ~~transaction~~in ~~volume~~foreclosure ~~can be impacted by natural disasters and other climate-related interruptions.~~activity;

●

general changes in consumer attitudes and behaviors, such as declining marriage and birth rates;

●

disruptions in capital markets, significant volatility in U.S. and international equity markets, deterioration in global financial conditions, or declines in the stock market;

●

changes to tax laws that eliminate, reduce, or limit deductions for mortgage interest or property taxes;

●

changes in laws or regulations or actions taken by international, federal, and state governments, agencies and government-sponsored entities;

●

lower consumer confidence in the national and global economy and/or real estate market;

●

declining affordability of homes;

●

slowdown in buyer demand for real estate and changing social attitudes toward home ownership;

●

excessive or insufficient housing inventory;

●

evolving federal policy under the current administration, including “Buy American” and protectionist trade or immigration measures, which could affect global supply chains, the cost of goods and labor, or foreign investment in real estate, each of which may influence housing demand or affordability;

●

war, terrorist attacks or other geopolitical and security issues, including the ongoing conflict in Eastern Europe, rising tensions in the Middle East (including with Iran), and heightened strategic competition in the Asia-Pacific region (including between China and Taiwan), any of which could disrupt global economic conditions, supply chains, or the Company’s international operations;

●

changes in trade policy including the imposition of new tariffs, and responses to such tariffs, that may indirectly affect the cost of homebuilding materials, consumer goods, or broader economic sentiment; and

●

natural disasters or adverse weather events, or the public perception that any of these events may occur.

Monetary policies of the U.S. federal government and its agencies, particularly those impacting mortgage interest rates and buyer affordability, may have a material adverse impact on the Company’s operations.

The Company generates a significant portion of its revenue from the U.S. real estate market, which is heavily influenced by the Federal Reserve Board. By regulating the supply of money and credit these policies directly impact mortgage interest rates – a primary driver of the U.S. real estate market The Company’s business and profitability are negatively impacted by any rising interest rate environment, as higher mortgage rates typically lead to a decrease in the number of home sale transactions.

Elevated mortgage rates, combined with an increased overall cost of living and broader economic pressures, create significant affordability challenges that reduce the ability and willingness of prospective buyers to purchase a home. Specifically:

Higher interest rates reduce purchasing power. In addition, rising costs associated with student loan obligations, healthcare, insurance, and other essential living expenses have further constrained affordability for households considering homeownership.

These affordability pressures have contributed to longer decision timelines and, in some cases, delayed or deferred home purchases, particularly among first-time buyers. As a result, the average age of first-time homebuyers has increased, which may reduce transaction activity earlier in the buyer lifecycle and negatively impact overall housing demand.

The mortgage market continues to rely heavily on government-sponsored enterprises such as Fannie Mae, Freddie Mac, and Ginnie Mae to provide liquidity. While these programs remain in place, changes to their underwriting standards, loan programs, or pricing, as well as sustained higher interest rates, could further affect affordability and buyer demand.

In addition, the availability and cost of homeowners’ insurance particularly in regions subject to increased climate-related risks - can materially affect the cost of homeownership and a buyer’s ability to obtain financing. If insurance coverage becomes more limited or more expensive, housing demand and transaction activity may decline.

If elevated interest rates, affordability challenges, or other economic pressures persist or worsen, the number of real estate transactions facilitated through the Company’s platform could continue to decline, which would adversely affect the Company’s revenues, operating results, and financial condition.

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Fluctuations in housing inventory levels can negatively impact the Company’s business, which depends on the ability of its brokers and agents to facilitate home sales. In certain markets, limited supply in recent years has reduced transaction activity.

Factors outside the Company’s control such as the pace of new housing construction, macroeconomic conditions, rising mortgage costs that discourage potential sellers from moving, and increased purchases of residential properties by institutional investors for long-term rental or corporate use have contributed to lower inventory and fewer completed transactions in recent years. Conversely, periods of elevated inventory can also dampen demand and slow sales activity. Sustained imbalances in housing supply, whether too low or too high, could materially and adversely affect the Company’s business, financial condition, and results of operations.

Material decreases in the average brokerage commission rate, due to conditions beyond the Company’s control, could materially adversely affect its financial results.

There are many factors that contribute to average broker commission rates that are beyond the Company’s control. Factors that can contribute to a material decrease in brokerage commissions include changes in regulation, litigation (including pending litigation and industry practice changes described elsewhere in this Annual Report), the rise of certain competitive brokerage or non-traditional competitor models, an increase in the popularity of discount brokers and agents, increased adoption of flat fees, commission models with more competitive rates, rebates or lower commission rates on transactions, as well as other competitive factors. For example, the Company competes with other brokerages that may have reduced operating margins and access to capital resources permitting them to prioritize market share over profits, as well as the growing popularity of non-traditional platforms such as listing aggregators, which may put additional pressure on the Company’s commissions and related costs. The average broker commission rate for a real estate transaction is a key determinant of the Company’s profitability, and a material decrease in brokerage commission rates could have a material adverse effect on the Company’s business and profitability.

The introduction and integration of emerging technologies, including artificial intelligence, presents various operational, compliance, and reputational risks and could impact the Company’s competitive position and financial performance.

Emerging technologies, including artificial intelligence (“AI”) and machine learning, are reshaping the real estate brokerage industry and offer opportunities to enhance efficiency, productivity, and client experience; however, the Company’s adoption of these tools—including agent support chatbots, document processing systems, employee digital twins, and agent-facing custom Generative Pre-trained Transfer, or GPTs—also creates risks related to reliability, accuracy, data privacy, bias, and regulatory compliance. Failures or limitations in these technologies could disrupt operations, expose the Company to legal or reputational harm, and negatively affect agent productivity and its competitive position.

Additionally, AI algorithms and other emerging technologies may be flawed and datasets underlying such technologies may be insufficient or contain biased information. If the new technologies integrated into the Company’s operations produce analyses or recommendations that are or are alleged to be deficient, inaccurate, or biased, the Company’s reputation, business, financial condition, and results of operations may be adversely affected.

The Company expects that there will continue to be new laws or regulations governing the use of AI technology, which might be burdensome for the Company to comply with and may limit the Company’s ability to offer or enhance its existing tools and features or new offerings using, incorporating, or relying on AI technology. Further, the use of AI technology requires specialized expertise. The Company may not be able to attract and retain top talent to support the Company’s AI technology initiatives. If any of the operational, compliance or reputational risks were to materialize, the Company’s business and results of operations may be adversely affected.

The Company’s operating results are subject to seasonality and vary significantly among quarters during each calendar year, making meaningful comparisons of successive quarters difficult.

Home sales in successive quarters can fluctuate significantly due to a wide variety of factors, including, but not limited to, holidays, national or international emergencies, the school year calendar’s impact on timing of family relocations, interest rate changes or speculation of pending interest rate changes, natural disasters, including hurricanes, flooding and wildfires, and the overall macroeconomic market.

Additionally, seasons and weather traditionally impact the real estate industry. The Company has historically experienced lower revenues during the fall and winter seasons in comparison to spring and summer seasons, as well as during periods of unseasonable weather, which reduces the Company’s operating income, net income, operating margins and cash flow. Past performance in similar seasons or during similar weather events can provide no assurance of future or current performance and macroeconomic shifts in the markets the Company serves can conceal the impact of poor weather or seasonality.

The Company’s revenue and operating margins each quarter will remain subject to seasonal fluctuations, poor weather and natural disasters and macroeconomic market changes that may make it difficult to compare or analyze the Company’s financial performance effectively across successive quarters.

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Climate-related physical impacts, regulatory changes, and disclosure obligations could increase costs, reduce transaction activity, and expose the Company to liability or reputational harm.

Chronic and acute physical impacts of climate change, such as rising home insurance costs, home insurance unavailability, flooding, wildfires, hurricanes, and other severe weather events, may reduce property values, disrupt housing supply, and limit affordability for buyers. These events can slow transaction volumes, shift population growth away from high-risk regions, negatively affect the geographic mix of the Company’s revenues, and pose direct risks to the safety of the Company’s agents, brokers, clients, and employees in affected markets. Transition risks, including new building codes, retrofitting mandates, energy-efficiency standards, and climate-related taxes or insurance market interventions, may increase the cost of property ownership, alter buyer demand, and extend transaction timelines. Liability risks may arise if the Company’s brokers or agents fail to comply with new climate-related disclosure requirements or misstate property-related risks, and the Company could also face regulatory penalties, litigation, or reputational harm if the Company fails to comply with evolving climate-related laws and regulations applicable to the Company’s operations. Any or all of these risks could materially and adversely impact the Company’s business, revenue, results of operations, and financial condition.

The Company may be unable to attract, retain, and incentivize qualified real estate professionals.

The Company’s success depends significantly on its ability to attract, retain, and engage qualified real estate agents and brokers, who are the foundation of the Company’s revenue-generating activities. Competition for skilled agents and brokers is intense, as the Company faces pressure from other brokerages offering alternative compensation models, technology tools, or support services, as well as from technology companies seeking experienced professionals in software development and cloud-based solutions. If the Company fails to recruit and retain a strong network of agents and brokers, the Company’s competitive position, market share, and overall business performance could be adversely affected.

Industry and regulatory changes, including recent revisions to National Association of Realtors (“NAR”) policies and standards, buyer-broker compensation practices, and the recent settlement resolving nationwide antitrust litigation against NAR and major brokerages, may increase compliance burdens for agents, raise operating costs, and impact the perceived value of the profession. These developments could lead to higher attrition rates across the industry and at the Company, particularly among part-time agents or those with lower transaction volumes. Broader shifts in compensation structures, licensing requirements, or competitive dynamics could further complicate the Company’s ability to recruit and retain agents, and if a significant number of agents leave the profession or fail to maintain active licenses, the Company’s agent base and market presence could be materially diminished.

Further, the Company’s value proposition for agents and brokers, which includes allowing them to participate in the revenue of the Company, is not typical in the real estate industry. If agents and brokers do not understand or appreciate this unique model, including the Company’s revenue share program, equity incentives, and cloud-based platform, the Company may not be able to attract, retain, and incentivize agents effectively. In addition, volatility in the value of the Company’s stock or changes to the perceived value of its programs could negatively impact recruitment and retention.

If the Company is unable to attract, retain qualified agents and brokers, or to maintain their engagement with its model and programs, the Company’s business, financial condition, results of operations, and growth prospects could be materially and adversely affected.

Loss of the Company’s current executive officers or other key management could significantly harm its business.

The Company depends on the industry experience and talent of its current executives. The Company believes that its future results will depend in part upon its ability to retain and attract highly skilled and qualified management. The loss of the Company’s executive officers could have a material adverse effect on its operations because other officers may not have the experience and expertise to readily replace these individuals. To the extent that one or more of the Company’s top executives or other key management personnel depart from the Company, its operations and business prospects may be adversely affected. In addition, changes in executives and key personnel could be disruptive to the Company’s business.

The Company’s business, financial condition and reputation may be substantially harmed by security breaches, interruptions, delays and failures in its systems and operations.

The performance and reliability of the Company’s systems and operations are critical to its reputation and ability to attract agents, teams of agents and brokers into the Company as well as its ability to service homebuyers and sellers. The Company’s systems and operations are vulnerable to security breaches, interruption or malfunction due to events beyond its control, including natural disasters, such as earthquakes, fires and floods, power loss, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism and similar events. In addition, the Company relies on third-party vendors to provide key components of the Company’s cloud office platform and to provide additional systems and related support. If the Company cannot continue to retain these services on acceptable terms, its access to these systems and services could be interrupted. Any security breach, interruption, delay or failure in the Company’s systems and operations could substantially reduce the transaction volume that can be processed with its systems, impair quality of service, increase costs, prompt litigation and other consumer claims and damage the Company’s reputation, any of which could substantially harm the Company’s results of operations and financial condition.

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Cybersecurity incidents could disrupt the Company’s business operations, result in the loss of critical and confidential information, adversely impact the Company’s reputation and harm its business.

Cybersecurity threats and incidents directed at the Company could range from uncoordinated individual attempts to gain unauthorized access to information technology systems to sophisticated and targeted measures aimed at disrupting business or gathering personal data of clients, agents, or customers. Additionally, bad actors are increasingly using AI technology to launch more automated, targeted, and coordinated attacks, including deep-fake impersonations and other techniques that could facilitate wire fraud or other fraudulent activities. In the ordinary course of the Company’s business, the Company and its agents and brokers collect and store sensitive data, including proprietary business information and personal information about its clients.

The Company’s business, and particularly its cloud-based platform, is reliant on the uninterrupted functioning of its information technology systems. The secure processing, maintenance and transmission of information are critical to the Company’s operations, especially the processing and closing of real estate transactions, which are increasingly targeted by wire fraud schemes. Although the Company employs measures designed to prevent, detect, address and mitigate these threats (including access controls, data encryption, vulnerability assessments and maintenance of backup and protective systems), cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption, or unavailability of critical data and confidential or proprietary information (the Company’s own or that of third parties, including potentially sensitive personal information of the Company’s clients, agents, and customers) and the disruption of business operations.

Any such compromises to the Company’s security could cause harm to its reputation, which could cause clients, agents and customers to lose trust and confidence in the Company or could cause agents and brokers to unaffiliate with us. In addition, the Company may incur significant costs for remediation that may include liability for stolen assets or information, repair of system damage and compensation to clients, agents, customers and business partners. The Company may also be subject to legal claims, government investigations and additional state and federal statutory requirements.

The potential consequences of a material cybersecurity incident include regulatory violations of applicable U.S. and foreign privacy and other laws, reputational damage, loss of market value, litigation with third parties (which could result in the Company’s exposure to material civil or criminal liability), diminution in the value of the services the Company provides to its customers, and increased cybersecurity protection and remediation costs (that may include liability for stolen assets or information), which in turn could have a material adverse effect on the Company’s competitiveness and results of operations.

The Company may not be able to utilize a portion of its net operating loss or research tax credit carryforwards, which may adversely affect the Company’s profitability.

As of December 31, 2025, the Company had federal, state and foreign net operating losses carryforwards due to prior years’ losses. Certain pre-fiscal 2018 state net operating losses will carry forward for a limited number of years. Federal, as well as some state and foreign net operating losses generated in and after fiscal 2018 do not expire and can be carried forward indefinitely. The Company also has recorded federal research tax credits for the years 2019 to 2025 which will carry forward for 20 years and are expected to be fully utilized before expiration. A nominal portion of the Company’s net operating loss may expire, increasing future income tax liabilities which may adversely affect its profitability.

In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, the Company’s ability to utilize net operating loss carryforwards or other tax attributes, in any taxable year, may be limited if the Company experiences an "ownership change.” A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders who own at least 5% of the Company’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. It is possible that an ownership change, or any future ownership change, could have a material effect on the use of the Company’s net operating loss carryforwards or other tax attributes, which could adversely affect its profitability.

The Company could be subject to changes in tax laws and regulations that may have a material adverse effect in its business.

The Company operates and is subject to taxes in the United States and numerous other jurisdictions throughout the world. Changes to federal, state, local, or international tax laws on income, sales, use, indirect, or other tax laws, statutes, rules or regulations may adversely affect the Company’s effective tax rate, operating results or cash flows.

The Company’s effective tax rate could increase due to several factors, including: changes in the relative amounts of income before taxes in the various jurisdictions in which the Company operates that have differing statutory tax rates; changes to the Company’s assessment about its ability to realize the Company’s deferred tax assets that are based on estimates of its future results, the prudence and feasibility of possible tax planning strategies, and the economic and political environments in which the Company does business; the outcome of current and future tax audits, examinations or administrative appeals; and limitations or adverse findings regarding the Company’s ability to do business in some jurisdictions.

~~Risks~~Table ~~Related~~of ~~to our General Business and Operations~~Contents

●In Weparticular, new income, sales and use or other tax laws or regulations could be enacted at any time, which could adversely affect the Company’s business operations and financial performance. Further, existing tax laws and regulations could be interpreted, modified or applied adversely to us. For example, the One Big Beautiful Bill Act (“OBBBA”) enacted many significant changes to the U.S. tax laws. Future guidance from the IRS and other tax authorities with respect to the OBBBA may affect us, and certain aspects of the OBBBA could be ~~unable~~repealed or modified in future legislation. In addition, it is uncertain if, and to ~~attract~~what extent, various states will conform to the OBBBA or any newly enacted federal tax legislation. Changes in corporate tax rates, the realization of net operating losses, and ~~retain~~other ~~qualified~~deferred ~~personnel~~tax assets relating to the Company’s operations, the taxation of foreign earnings, and ~~agents~~the deductibility of expenses under the OBBBA or future reform legislation could have a material impact on the value of the Company’s deferred tax assets and could increase its future U.S. tax expense.

●Tax ~~Our~~incentives ~~business~~tied to homeownership, ~~financial~~such ~~condition~~as the deductibility of mortgage interest and ~~reputation~~property ~~may~~taxes, beinfluence ~~substantially~~the ~~harmed~~affordability byand ~~security~~attractiveness ~~breaches~~of buying a home. These benefits are subject to provincial, ~~interruptions~~federal, ~~delays~~and state limitations and ~~failures~~could be eliminated, restricted, or otherwise reduced through changes in ~~our~~tax ~~systems~~law. Any reduction in these incentives would increase the after-tax cost of homeownership, which could decrease buyer demand, slow residential real estate activity, and, in turn, adversely affect the Company’s business, financial condition, and results of operations.

●The ~~Loss~~Company ofmay ~~our~~be ~~current~~unable ~~executive~~to ~~officers~~effectively orand ~~other~~efficiently ~~key~~manage ~~management~~growth ~~could~~in ~~significantly~~its ~~harm our~~ business.

●The WeCompany may ~~not~~struggle beto ~~able~~manage growth in its business efficiently. Failing to ~~utilize~~scale athe ~~portion~~Company’s operations to meet the increasing demands of ~~our~~its ~~net~~real ~~operating~~estate ~~loss~~professionals orcould ~~research~~negatively ~~tax~~impact ~~credit~~the ~~carryforwards~~Company’s performance. As the Company onboards more real estate professionals, ~~which~~the need to enhance the Company’s systems, integrate third-party systems, and maintain infrastructure becomes vital. Any delay in these upgrades can lead to system issues and reduced satisfaction among the Company’s real estate professionals. This could deter existing and potential professionals from associating with the Company. Expanding the Company’s systems efficiently may ~~adversely~~be ~~affect~~challenging ~~our~~and ~~profitability~~also poses inherent risks, and the Company cannot guarantee timely and effective implementation. Such efforts might lead to decreased revenues and margins, impacting the Company’s financial results.

●The WeCompany ~~could be subject to changes in tax laws and regulations that~~ may ~~have~~not asuccessfully ~~material~~complete ~~adverse~~or ~~effect~~integrate inacquisitions ~~our~~or ~~business~~joint ventures.

●The WeCompany regularly evaluates potential acquisitions, joint ventures, and other strategic opportunities as part of its growth strategy. These activities involve risks, including the Company’s ability to identify and complete transactions on favorable terms, successfully integrate acquired businesses or joint ventures into its operations, and realize anticipated synergies or efficiencies within expected timeframes. Such transactions may bealso divert management’s attention, increase costs, cause shareholder dilution, or expose the Company to unforeseen liabilities. If the Company is unable to complete or effectively ~~and~~integrate ~~efficiently~~acquisitions ~~manage~~or ~~growth~~joint inventures, ~~our~~the Company’s business, financial condition, and results of operations could be materially and adversely affected.

●The WeCompany’s ~~may~~international ~~not~~operations ~~realize~~are ~~the~~subject ~~anticipated benefits from and may have~~ to ~~pay~~risks ~~substantial~~not ~~costs~~generally ~~related~~experienced ~~to,~~by ~~any~~its ~~acquisitions,~~U.S. ~~mergers, joint ventures, or investments that we undertake~~operations.

●The ~~Our~~Company has operations throughout the Americas, Europe, the Middle East, Asia-Pacific, and South Africa. The Company’s international operations are subject to risks not generally experienced by ~~our~~its U.S. operations. The risks involved in the Company’s international operations and relationships that could result in losses against which it is not insured and, therefore, affect the Company’s profitability include:

● Failure to protect intellectual property rights could adversely affect our business.

● We are actively, and intend to continue, developing new products and services complementary to our brokerage business and our failure to accurately predict their demand or growth could have an adverse effect on our business.

Risks Related to our Real Estate Business

● We may not achieve a positive agent growth rate or maintain current agent count, which would adversely affect our revenue growth and results of operations.

● The real estate market may be severely impacted by industry changes as the result of certain class action lawsuits, settlements, or government investigations.

● Negligence or willful misconduct of independent real estate professionals affiliated with our Company owned brokerages could materially and adversely affect our reputation and subject us to liability.

● Changes in laws, regulations, or industry standards may result in increased agent attrition and adversely affect our ability to attract and retain agents.

● Inflation and relatively high interest rates have and may continue to contribute to declining real estate transaction volumes, which have and may continue to materially impact operating results, profits and cash flows.

● Any reduction in the Company’s portion of the commission revenue from property sales transactions could harm our financial performance.

● If we fail to grow in the various local markets that we serve or are unsuccessful in identifying and pursuing new business opportunities, our long-term prospects and profitability will be harmed.

Risks Related to Legal and Regulatory Matters

● Adverse outcomes in litigation and regulatory actions against us and other companies and agents in our industry could adversely impact our business and financial results.

● We face significant risk to our brand and revenue if we fail to maintain compliance with the law and regulations of federal, state, county and foreign governmental authorities, or private associations and governing boards.

● We offer our independent agents the opportunity to earn additional commissions through our revenue sharing plan, which pays under a multi-tiered compensation structure similar in some respects to network marketing. Network marketing is subject to intense government scrutiny and regulation and changes in the law, or the interpretation and enforcement of the law, might adversely affect our business.

● We may suffer significant financial harm and loss of reputation if we do not comply, cannot comply, or are alleged to have not complied with applicable laws, rules and regulations concerning our classification and compensation practices for the agents in our owned-and-operated brokerage.

● We are and may, in the future, be blocked from or limited in providing our agent compensation plans in certain jurisdictions and may be required to modify our business model in those jurisdictions as a result.

● If we fail to protect the privacy and personal information of our customers, agents or employees, we may be subject to legal claims, government action and damage to our reputation.

● Entering new business arrangements, joint ventures, or business lines may expose us to additional regulatory and compliance risks that could materially and adversely affect our business and financial condition.

Risks Related to our Stock

● Our Chairman and Chief Executive Officer and a significant stockholder own a significant percentage of our stock and have agreed to act as a group on any matter submitted to a vote of our stockholders. As a result, the trading price for our shares may be depressed and they can significantly influence actions that may be adverse to the interests of our other stockholders.

● Because we can issue additional shares of common stock and because we issue stock under equity incentive plan, our stockholders may experience dilution in the future.

● Our share repurchase program could impact the trading price of our stock, reduce liquidity, and may not enhance stockholder value.

● The stock price of our common stock has been and likely will continue to be volatile and may decline in value regardless of our performance.

● Because there is no guarantee that we will continue to pay cash dividends on our shares of common stock in the future, our stockholders may not be able to receive a return on their shares unless they sell them.

● Delaware law and our organizational documents may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their shares.

Risks Related to Our Industries

Our profitability is tied to the strength of the residential real estate market, which is subject to a number of general business and macroeconomic conditions beyond our control.

Our profitability is closely related to the strength of the residential real estate market, which is cyclical in nature and typically is affected by changes in national, state and local economic conditions, which are beyond our control. Macroeconomic conditions that could adversely impact the growth of the real estate market and have a material adverse effect on our business include, but are not limited to, economic slowdown or recession, increased unemployment, increased energy costs, reductions in the availability of credit or higher interest rates, increased costs of obtaining mortgages, an increase in foreclosure activity, inflation, disruptions in capital markets, declines in the stock market, adverse tax policies or changes in other regulations, lower consumer confidence, lower wage and salary levels, war, terrorist attacks or other geopolitical and security issues, including Russia’s ongoing war with Ukraine, the conflict between Israel and Palestine and rising tensions between China and Taiwan as well as between China and the U.S., natural disasters or adverse weather events, or the public perception that any of these events may occur. Unfavorable general economic conditions, such as a recession or economic slowdown, in the U.S., Canada, or other markets we enter and operate within, could negatively affect the affordability of and consumer demand for, our services, which could have a material adverse effect on our business and profitability. In addition, international, federal and state governments, agencies and government-sponsored entities such as Fannie Mae, Freddie Mac and Ginnie Mae could take actions that result in unforeseen consequences to the real estate market or that otherwise could negatively impact our business.

Monetary policies of the U.S. federal government and its agencies may have a material adverse impact on our operations.

The Company generates a significant portion of its revenue from the U.S. real estate market, which is heavily influenced by the monetary policies of the U.S. federal government and its agencies. The U.S. real estate market is particularly affected by the policies of the Federal Reserve Board, which regulates the supply of money and credit in the U.S., which, in turn impacts interest rates. Our business could be negatively impacted by any rising interest rate environment. As mortgage rates rise, the number of home sale transactions may decrease as potential home sellers choose to stay with their lower mortgage rate rather than sell their home and pay a higher mortgage rate with the purchase of another home. Similarly, in higher interest rate environments, potential homebuyers may choose to rent rather than pay higher mortgage rates. Changes in the interest rate environment and mortgage market are beyond our control and are difficult to predict and, as such, could have a material adverse effect on our business and profitability.

Home inventory levels may result in excessive or insufficient supply, which could negatively impact home sale transaction growth.

Home inventory levels have been meaningfully declining or increasing in certain markets and price points in recent years. In both instances, homeowners are more likely to retain their homes for longer periods of time, resulting in a negative impact on home sale volume growth. Insufficient home inventory levels can cause a reduction in housing affordability, which can result in potential homebuyers deferring entry or reentry into the residential real estate market. Alternatively, excessive home inventory levels can contribute to a reduction in home values, which can result in some potential home sellers deferring entry into the residential real estate market. These inventory trends are caused by many pressures outside of our control, including slow or accelerated new housing construction, macroeconomic conditions including rising interest rates and inflation, real estate industry models that purchase homes for long-term rental or corporate use, and other market conditions and behavioral trends discussed herein. The U.S. home inventory levels have been low throughout 2023 and 2022, with a moderate rebound in 2024. Continuing or increasing constraints on home inventory levels may adversely impact the volume of home sale transactions closed by our brokers and agents and, as such, could have a material adverse effect on our business and profitability.

Material decreases in the average brokerage commission rate, due to conditions beyond our control, could materially adversely affect our financial results.

There are many factors that contribute to average broker commission rates that are beyond our control. Factors that can contribute to a material decrease in brokerage commissions include regulation, litigation (including pending litigation and industry practice changes described elsewhere in this Annual Report), the rise of certain competitive brokerage or non-traditional competitor modes, an increase in the popularity of discount brokers and agents, increased adoption of flat fees, commission models with more competitive rates, rebates or lower commission rates on transactions, adverse outcomes of pending antitrust litigation across our industry, as well as other competitive factors. The average broker commission rate for a real estate transaction is a key determinant of our profitability and a material decrease in brokerage commission rates could have a material adverse effect on our business and profitability.

The introduction and integration of emerging technologies into the real estate industry and any delay or inability to successfully integrate such technologies into our business or the businesses of our real estate professionals could result in competitive harm.

The real estate brokerage industry is susceptible to disruption by emerging technologies, particularly artificial intelligence (“AI”) and machine learning. Integrating advancements like natural language processing, AI, and machine learning is vital for optimizing efficiency and reducing operational costs for real estate brokerages, professionals, and clients. These tools have the potential to streamline operations, enhance client interactions, and provide insights derived from vast data sets. These emerging technologies may also allow for new industry entrants and new industry platforms that compete with existing industry brokerages, including the Company, and agents and such new entrants and platforms could offer solutions that are more cost-effective, efficient, or user-friendly, and which may change broker, agent, and client expectations. Delays in embracing and integrating these AI-driven technologies could adversely impact existing industry participants to compete or risk displacement of traditional real estate offerings and services. If we and our affiliated real estate professionals are unable to provide enhancements and new features and efficiencies for our existing offerings or innovate quickly enough to keep pace with these rapid technological developments, our business could be harmed.

Our operating results are subject to seasonality and vary significantly among quarters during each calendar year, making meaningful comparisons of successive quarters difficult.

Seasons and weather traditionally impact the real estate industry. Continuous poor weather or natural disasters negatively impact listings and sales. Spring and summer seasons historically reflect greater sales periods in comparison to fall and winter seasons. We have historically experienced lower revenues during the fall and winter seasons, as well as during periods of unseasonable weather, which reduces our operating income, net income, operating margins and cash flow.

Real estate listings precede sales, and a period of poor listings activity will negatively impact revenue. Past performance in similar seasons or during similar weather events can provide no assurance of future or current performance and macroeconomic shifts in the markets we serve can conceal the impact of poor weather or seasonality.

Home sales in successive quarters can fluctuate significantly due to a wide variety of factors, including holidays, national or international emergencies, the school year calendar’s impact on timing of family relocations, interest rate changes, speculation of pending interest rate changes, natural disasters, including hurricanes, flooding and wildfires, and the overall macroeconomic market. Our revenue and operating margins each quarter will remain subject to seasonal fluctuations, poor weather and natural disasters and macroeconomic market changes that may make it difficult to compare or analyze our financial performance effectively across successive quarters.

General changes in consumer attitudes and behaviors could negatively impact home sale transaction volume and our business model.

The real estate market is significantly influenced by changes in consumer attitudes and behaviors, including those related to homeownership and the role of real estate agents in home sale transactions. Certain real estate markets have experienced or may experience a decline in homeownership due to evolving social behaviors, such as declining marriage and birth rates, as well as increased preferences for renting over purchasing homes. These shifting preferences could reduce demand for home purchases, leading to a corresponding decrease in home sale transaction volume.

In addition, emerging trends in consumer sales models may adversely affect our business. For example, direct-buyer companies (also known as iBuyers) purchase homes from sellers at below-market rates in exchange for speed and convenience, then resell those homes at market prices. Similarly, discount brokerages and flat-fee models reduce the role of agents by offering sellers low commissions or providing rebates to buyers. As these alternative models gain traction, they may disrupt the traditional agent-driven real estate transaction process, creating competitive pressures that could impact our brokers and agents.

Moreover, private sales of residential properties facilitated through the internet have proliferated as technological advancements and access to online platforms increase. Although, as of 2023, the NAR estimated that nearly nine in ten home sellers worked with a real estate agent, any significant shift toward private sales and away from agent-facilitated transactions could materially reduce the volume of sales closed by our agents. A decrease in agent-driven sales could have a material adverse effect on our business, prospects, and results of operations.

Ultimately, changing consumer attitudes toward homeownership, coupled with the adoption of alternative real estate sales models and the increasing volume of private sales, could materially and adversely affect our transaction volume, revenue, and profitability.

Home sale transaction volume can be impacted by natural disasters and other climate-related interruptions.

Natural disasters, such as hurricanes, flooding and wildfires, are occurring more frequently and/or with more intense effects and may impact general population trends. Areas afflicted by natural disasters may experience a decline in home sale transaction volume due to home destruction and/or general population movement out of the afflicted area, and the risk of non-insurability against such disasters. Such events can make it difficult or impossible for home owners and builders to sell their homes and result in slowdowns in home sale transaction volume. Additionally, the risk of non-insurability may disqualify certain prospective homebuyers whether due to heightened mortgage underwriting requirements or the perceived risk of loss to the homebuyer. Because the real estate industry relies on home sale transactions, climate crises can exacerbate negative financial results for real estate companies operating in particularly affected areas.

Risks Related to our General Business and Operations

We may be unable to attract and retain qualified personnel and agents.

To execute our business strategy, we must attract and retain highly qualified personnel and agents. In particular, we compete with many other real estate brokerages for qualified brokers who manage our operations in each state and independent real estate agents who serve as the backbone of our revenue-generating activities. The ability to recruit and retain a strong network of skilled agents is critical to sustaining our competitive position, market share, and overall business performance. Increased competition from other brokerages, particularly those offering alternative compensation models, additional technology tools, or different support services, may adversely affect our ability to attract and retain top-producing agents.

We must also compete with technology companies for developers with high levels of experience in designing, developing and managing cloud-based software, as well as for skilled service and operations professionals and we may not be successful in attracting and retaining the highly skilled professionals and agents we need. In addition, in making employment or affiliation decisions, candidates and agents often consider the value of the stock options or other equity incentives they are to receive in connection with their employment or affiliation. If the price of our stock declines or experiences significant volatility, our ability to attract or retain key employees and agents may be adversely affected.

Additionally, in order to realize the potential benefits of acquisitions, we may need to retain employees from the acquired businesses or hire additional personnel to fully capitalize on the opportunities that such acquisitions may offer and we may not be successful in retaining or attracting such individuals following an acquisition. From time to time in the past, we have experienced, and we expect to continue to experience in the future, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we do.

If we fail to attract and retain new personnel or agents or fail to retain and motivate our current personnel and agents, our growth prospects and financial performance could be severely harmed.

Our business, financial condition and reputation may be substantially harmed by security breaches, interruptions, delays and failures in our systems and operations.

The performance and reliability of our systems and operations are critical to our reputation and ability to attract agents, teams of agents and brokers into our company as well as our ability to service homebuyers and sellers. Our systems and operations are vulnerable to security breaches, interruption or malfunction due to events beyond our control, including natural disasters, such as earthquakes, fires and floods, power loss, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism and similar events. In addition, we rely on third-party vendors to provide key components of our cloud office platform and to provide additional systems and related support. If we cannot continue to retain these services on acceptable terms, our access to these systems and services could be interrupted. Any security breach, interruption, delay or failure in our systems and operations could substantially reduce the transaction volume that can be processed with our systems, impair quality of service, increase costs, prompt litigation and other consumer claims and damage our reputation, any of which could substantially harm our financial condition.

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

Cybersecurity threats and incidents directed at us could range from uncoordinated individual attempts to gain unauthorized access to information technology systems to sophisticated and targeted measures aimed at disrupting business or gathering personal data of clients, agents, or customers. Additionally, bad actors are increasingly using AI technology to launch more automated, targeted, and coordinated attacks, including deep-fake impersonations and other techniques that could facilitate wire fraud or other fraudulent activities. In the ordinary course of our business, we and our agents and brokers collect and store sensitive data, including proprietary business information and personal information about our clients.

Our business and particularly our cloud-based platform, is reliant on the uninterrupted functioning of our information technology systems. The secure processing, maintenance and transmission of information are critical to our operations, especially the processing and closing of real estate transactions, which are increasingly targeted by wire fraud schemes. Although we employ measures designed to prevent, detect, address and mitigate these threats (including access controls, data encryption, vulnerability assessments and maintenance of backup and protective systems), cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption, or unavailability of critical data and confidential or proprietary information (our own or that of third parties, including potentially sensitive personal information of our clients, agents, and customers) and the disruption of business operations.

Any such compromises to our security could cause harm to our reputation, which could cause clients, agents and customers to lose trust and confidence in us or could cause agents and brokers to unaffiliate with us. In addition, we may incur significant costs for remediation that may include liability for stolen assets or information, repair of system damage and compensation to clients, agents, customers and business partners. We may also be subject to legal claims, government investigations and additional state and federal statutory requirements.

The potential consequences of a material cybersecurity incident include regulatory violations of applicable U.S. and foreign privacy and other laws, reputational damage, loss of market value, litigation with third parties (which could result in our exposure to material civil or criminal liability), diminution in the value of the services we provide to our customers, and increased cybersecurity protection and remediation costs (that may include liability for stolen assets or information), which in turn could have a material adverse effect on our competitiveness and results of operations.

Loss of our current executive officers or other key management could significantly harm our business.

We depend on the industry experience and talent of our current executives. We believe that our future results will depend in part upon our ability to retain and attract highly skilled and qualified management. The loss of our executive officers could have a material adverse effect on our operations because other officers may not have the experience and expertise to readily replace these individuals. To the extent that one or more of our top executives or other key management personnel depart from the Company, our operations and business prospects may be adversely affected. In addition, changes in executives and key personnel could be disruptive to our business.

We may not be able to utilize a portion of our net operating loss or research tax credit carryforwards, which may adversely affect our profitability.

As of December 31, 2024, we had federal, state and foreign net operating losses carryforwards due to prior years’ losses. Certain pre-fiscal 2018 state net operating losses will carry forward for a limited number of years. Federal, as well as, some state and foreign net operating losses generated in and after fiscal 2018 do not expire and can be carried forward indefinitely. We also have recorded federal research tax credits for the years 2019 to 2024 which will carry forward for 20 years and are expected to be fully utilized before expiration. A nominal portion of our net operating loss may expire, increasing future income tax liabilities which may adversely affect our profitability.

In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, our ability to utilize net operating loss carryforwards or other tax attributes, in any taxable year, may be limited if we experience an "ownership change.” A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders who own at least 5% of our stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. It is possible that an ownership change, or any future ownership change, could have a material effect on the use of our net operating loss carryforwards or other tax attributes, which could adversely affect our profitability.

We could be subject to changes in tax laws and regulations that may have a material adverse effect in our business.

We operate and are subject to taxes in the United States and numerous other jurisdictions throughout the world. Changes to federal, state, local, or international tax laws on income, sales, use, indirect, or other tax laws, statutes, rules or regulations may adversely affect our effective tax rate, operating results or cash flows.

Our effective tax rate could increase due to several factors, including: changes in the relative amounts of income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates; changes in tax laws, tax treaties, and regulations or the interpretation of them, including the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) which requires research and experimental expenditures attributable to research conducted in the United States to be capitalized as of January 1, 2022 and amortized over a five-year period or expenditures attributable to research conducted outside the United States to be amortized over a fifteen-year period; the Inflation Reduction Act of 2022 which imposes a one-percent non-deductible excise tax on repurchases of stock that are made by U.S publicly traded corporation after December 31, 2022; changes to our assessment about our ability to realize our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies, and the economic and political environments in which we do business; the outcome of current and future tax audits, examinations or administrative appeals; and limitations or adverse findings regarding our ability to do business in some jurisdictions.

In particular, new income, sales and use or other tax laws or regulations could be enacted at any time, which could adversely affect our business operations and financial performance. Further, existing tax laws and, regulations could be interpreted, modified or applied adversely to us. For example, the Tax Act enacted many significant changes to the U.S. tax laws. Future guidance from the Internal Revenue Service and other tax authorities with respect to the Tax Act may affect us, and certain aspects of the Tax Act could be repealed or modified in future legislation. In addition, it is uncertain if, and to what extent, various states will conform to the Tax Act or any newly enacted federal tax legislation. Changes in corporate tax rates, the realization of net operating losses, and other deferred tax assets relating to our operations, the taxation of foreign earnings, and the deductibility of expenses under the Tax Act or future reform legislation could have a material impact on the value of our deferred tax assets and could increase our future U.S. tax expense.

We may be unable to effectively and efficiently manage growth in our business.

We may struggle to manage growth in our business efficiently. Failing to scale our operations to meet the increasing demands of our real estate professionals could negatively impact our performance. As we onboard more real estate professionals, the need to enhance our systems, integrate third-party systems, and maintain infrastructure becomes vital. Any delay in these upgrades can lead to system issues and reduced satisfaction among our real estate professionals. This could deter existing and potential professionals from associating with our Company. Expanding our systems efficiently may be challenging and also poses inherent risks, and we cannot guarantee timely and effective implementation. Such efforts might lead to decreased revenues and margins, impacting our financial results.

Our business could be adversely affected if we are unable to expand, maintain and improve the systems and technologies which we rely on to operate or fail to adopt and integrate new technologies.

As the number of agents and brokers in our company grows, our success will depend on our ability to expand, maintain and improve the technology that supports our business operations, including, but not limited to, our cloud office platform, as well as our ability to adopt and integrate new technologies, including, but not limited to, machine learning and AI solutions. Loss of key personnel or the lack of adequate staffing with the requisite expertise and training could impede our efforts in this regard. If we do not adopt and offer new in-demand technologies and/or if our systems and technologies lack capacity or quality sufficient to service agents and their clients, then the number of agents who wish to use our products could decrease, the level of client service and transaction volume afforded by our systems could suffer and our costs could increase. In addition, our competitors or other third parties may incorporate AI and emerging technologies into their products or operations more quickly or more successfully than we do, which could impair our ability to compete effectively. Additionally, AI algorithms and other emerging technologies may be flawed and datasets underlying such technologies may be insufficient or contain biased information. If the new technologies integrated into our products or that we use in our operations produce analyses or recommendations that are or are alleged to be deficient, inaccurate, or biased, our reputation, business, financial condition, and results of operations may be adversely affected.

We intend to evaluate acquisitions, mergers, joint ventures or investments in third-party technologies and businesses, but we may not realize the anticipated benefits from and may have to pay substantial costs related to, any acquisitions, mergers, joint ventures, or investments that we undertake.

As part of our business and growth strategy, we evaluate acquisitions of, or investments in, a wide array of potential strategic opportunities, including third-party technologies and businesses complimentary to our brokerage services. If we are not able to effectively integrate acquired businesses and assets or successfully execute joint venture strategies, our operating results and prospects could be harmed. Since 2019, we have acquired new technology and operations and entered into various joint venture arrangements. We will continue to look for opportunities to acquire technologies or operations that we believe will contribute to our growth and development. The success of our future acquisition strategy will depend on our ability to identify, negotiate, complete and integrate acquisitions. The success of our future joint venture strategies will depend on our ability to identify, negotiate, complete and successfully manage and grow joint ventures with other parties. In addition, acquisitions and joint ventures could cause potentially dilutive issuances of equity securities or incurrence of debt.

Acquisitions and joint ventures are inherently risky and any we complete may not be successful. Any acquisitions and joint ventures we pursue would involve numerous risks, including the following:

● difficulties in integrating and managing the operations and technologies of the companies we acquire, including higher than expected integration costs and longer integration periods;

● diversion of our management’s attention from normal daily operations of our business;

● our inability to maintain the customers, key employees, key business relationships and reputations of the businesses we acquire;

● our inability to generate sufficient revenue or business efficiencies from acquisitions or joint ventures to offset our increased expenses associated with acquisitions or joint ventures;

● our responsibility for the liabilities of the businesses we acquire or gain ownership in through joint ventures, including, without limitation, liabilities arising out of their failure to maintain effective data security, data integrity, disaster recovery and privacy controls prior to the acquisition, their infringement or alleged infringement of third-party intellectual property, contract or data access rights prior to the acquisition, or failure to comply with regulatory standards applicable to new business lines;

● difficulties in complying with new markets or regulatory standards to which we were not previously subject;

● delays in our ability to implement internal standards, controls, procedures and policies in the businesses we acquire or gain ownership in through joint ventures and increased risk that our internal controls will be ineffective;

● operations in a nascent state may depend directly on utilization by eXp Realty agents and brokers and new and existing customers;

● adverse effects of acquisition and joint venture activity on the key performance indicators we use to monitor our performance as a business; and

● inability to fully realize intangible assets recognized through acquisitions or joint ventures and related non-cash impairment charges that may result if we are required to revalue such intangible assets.

Our failure to address these risks or any other challenges we encounter with our future acquisitions, joint ventures and investments could cause us to not realize all or any of the anticipated benefits of such acquisitions, mergers, joint ventures or investments, incur unanticipated liabilities and harm our business, which could negatively impact our operating results, financial condition and cash flows.

Our international operations are subject to risks not generally experienced by our U.S. operations.

We have operations in Canada, the U.K., Australia, South Africa, India, Mexico, Portugal, France, Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama, Germany, the Dominican Republic, Greece, New Zealand, Chile, Poland, and Dubai and expect to expand into Türkiye, Peru and Egypt, currently expected to be launched in 2025. Our international operations are subject to risks not generally experienced by our U.S. operations. The risks involved in our international operations and relationships that could result in losses against which we are not insured and, therefore, affect our profitability include:

●

fluctuations in foreign currency exchange rates, foreign exchange controls, and limitations on the repatriation of funds;

●

exposure to local economic conditions and local laws and regulations;

●

exposure to political, economic, legal, regulatory and social conditions, or instability, and economic and political tensions between governments;

● employment laws that are significantly different ~~that~~than U.S. employment laws;

● diminished ability to legally enforce ~~our~~the Company’s contractual rights and use of ~~our~~the Company’s trademarks in foreign countries;

●

difficulties in registering, protecting or preserving trade names and trademarks in foreign countries;

●

restrictions on the ability to obtain or retain licenses required for operations;

●

withholding and other taxes on third-party cross-border transactions as well as remittances and other payments by subsidiaries;

●

onerous requirements, subject to broad interpretation, for indirect taxes and income taxes that can result in audits with potentially significant financial outcomes;

●

changes in foreign taxation structures;

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●

compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, or similar laws of other countries; and

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regional and country specific data protection and privacy laws including the European Union’s General Data Protection Regulation (“GDPR”).

In addition, activities of agents and brokers outside of the U.S. are more difficult and more expensive to monitor and improper activities or mismanagement may be more difficult to detect. Negligent or improper activities involving ~~our~~the Company’s agents and brokers may result in reputational damage to usthe Company and may lead to direct claims against usthe Company based on theories of vicarious liability, negligence, joint operations and joint employer liability which, if determined adversely, could increase costs and subject usthe Company to incremental liability for their actions.

~~Failure~~The Company is actively developing, and intends to ~~protect~~continue ~~intellectual~~to ~~property~~develop, ~~rights~~new products and services complementary to its brokerage business and the Company’s failure to accurately predict their demand or growth could ~~adversely~~have ~~affect~~an ~~our~~adverse effect on its business.

~~Our~~The ~~intellectual~~Company ~~property~~is ~~rights,~~actively ~~including~~investing ~~existing~~ and ~~future~~intends ~~trademarks,~~to ~~trade~~continue ~~secrets~~to invest resources in developing new technology, ~~patents~~services, products and ~~copyrights,~~other offerings complementary to the Company’s brokerage business. New business initiatives are ~~important~~inherently ~~assets~~risky ofand ~~the~~may involve unproven business strategies and markets with which the Company has limited or no prior development or operating experience. WeRisks ~~have~~from ~~taken~~these ~~measures~~new toinitiatives ~~protect~~include ~~our~~those ~~intellectual~~associated ~~property~~with potential defects in the design, ~~but~~ongoing ~~these~~development ~~measures~~and ~~may~~maintenance ~~not~~of betechnologies, ~~sufficient~~reliance on data or ~~effective.~~user Weinputs that may ~~bring~~prove ~~lawsuits~~inadequate or unavailable, failure to ~~protect~~design ~~against~~products ~~the~~and ~~potential~~services ~~infringement~~in ofa ~~our~~way ~~intellectual~~that ~~property~~is ~~rights~~more effective or affordable than competing third-party products and ~~other~~services ~~companies~~and failure to scale businesses as they grow, ~~including~~among ~~our~~others. ~~competitors~~As a result of these risks, the Company could ~~make~~experience increased legal claims, ~~against~~reputational usdamage, ~~alleging~~financial ~~our~~loss ~~infringement~~or ofother ~~their~~adverse ~~intellectual~~effects, ~~property~~which ~~rights~~could be material. ~~There~~The Company can beprovide no assurance that weit ~~would~~will ~~prevail~~be able to efficiently or effectively develop, commercialize and achieve market acceptance of new products and services. Additionally, the human and financial capital committed to develop new products and services may either be insufficient or result in ~~such~~expenses ~~lawsuits~~that exceed the revenue actually originated from these new products and services. ~~Any~~In ~~significant~~addition, ~~impairment~~the Company’s efforts to develop new products and services could distract management from current operations and could divert capital and other resources from the Company’s existing business, including its brokerage business. Failure to achieve the expected benefits of ~~our~~the ~~intellectual~~Company’s ~~property~~investments ~~rights~~may occur and could harm ~~our~~its business.

WeThe ~~are~~real ~~actively,~~estate ~~and~~market ~~intend~~may tobe ~~continue,~~severely ~~developing~~impacted ~~new~~by ~~products~~industry ~~and~~changes ~~services~~as ~~complementary~~the toresult ~~our~~of ~~brokerage~~certain ~~business~~class ~~and~~action ~~our~~lawsuits, ~~failure~~settlements, toor ~~accurately~~government ~~predict~~investigations ~~their~~and ~~demand~~the recent industry changes and/or ~~growth~~any additional meaningful changes could have ana materially adverse effect on ~~our~~the Company’s business, operations, financial condition and results of operations.

We are actively and intend in the future to continue, investing resources in developing new technology, services, products and other offerings complementary to our brokerage business. New business initiatives are inherently risky and may involve unproven business strategies and markets with which we have limited or no prior development or operating experience. Risks from these new initiatives include those associated with potential defects in the design, ongoing development and maintenance of technologies, reliance on data or user inputs that may prove inadequate or unavailable, failure to design products and services in a way that is more effective or affordable than competing third-party products and services and failure to scale businesses as they grow, among others. As a result of these risks, we could experience increased legal claims, reputational damage, financial loss or other adverse effects, which could be material. We can provide no assurance that we will be able to efficiently or effectively develop, commercialize and achieve market acceptance of new products and services. Additionally, the human and financial capital committed to develop new products and services may either be insufficient or result in expenses that exceed the revenue actually originated from these new products and services. In addition, our efforts to develop new products and services could distract management from current operations and could divert capital and other resources from our existing business, including our brokerage business. Failure to achieve the expected benefits of our investments may occur and could harm our business.

Risks Related to our Real Estate Business

We may not achieve a positive agent growth rate or maintain current agent count, which would adversely affect our revenue growth and results of operations.

During the year ended December 31, 2024, our agent and broker base declined to 82,980 agents and brokers, or by (5)%, from 87,515 agents and brokers as of December 31, 2023. Because we derive revenue from real estate transactions in which our brokers and agents receive commissions, the amount and rate of growth of our revenue typically correlate to the amount and rate of growth of our agent and broker base, respectively. The rate of growth of our agent and broker base cannot be predicted and is

subject to many factors outside of our control, including actions taken by our competitors and macroeconomic factors affecting the real estate industry in general. We cannot provide assurances that we will be able to maintain or increase our agent count or that our agent and broker base won’t continue to decline in future periods. A material decline in our agent count would have a material adverse effect on revenue growth and could adversely affect our business, results of operations, financial condition and cash flows.

The real estate market may be severely impacted by industry changes as the result of certain class action lawsuits, settlements, or government investigations.

The real estate industry faces significant pressure from private lawsuits and investigations by the U.S. Department of Justice (the “DOJ”) into antitrust issues.

In April 2019, the NAR and certain brokerages and franchisors (including Realogy Holdings Corp., HomeServices of America, Inc. RE/MAX, and Keller Williams Realty, Inc.) were named as defendants in a class action complaint alleging a conspiracy to violate federal antitrust laws by, among other things, requiring residential property sellers in Missouri to pay inflated commission fees to buyer brokers (the “NAR Class Action”). On October 31, 2023, a jury found NAR and various of its co-defendants liable and awarded plaintiffs nearly $1.8 billion in damages (all defendants have since settled, which remain subject to ongoing appeals processes). Class action suits raising similar claims are already pending in this and other jurisdictions and the outcome of the NAR Class Action may result in additional such actions being filed. The Company was named as one of several defendants in similar class action suits ~~but entered into a settlement agreement on December 9, 2024 to resolve all U~~.~~S. nationwide claims.~~ See Note 1413 – Commitments and Contingencies to the consolidated financial statements.

~~Defending~~On ~~against~~December ~~class~~9, ~~action~~2024, ~~litigation~~the isCompany ~~costly~~and certain of its subsidiaries entered into a Settlement Agreement (the “Settlement”) with plaintiffs in the U.S. antitrust lawsuit 1925 Hooper LLC, ~~may~~et ~~divert~~al. ~~time~~v. ~~and~~The ~~money~~National ~~away~~Association ~~from~~of ~~our~~Realtors ~~operations~~et. al., ~~and~~Case ~~imposes~~No. a1:23-cv-05392- ~~significant~~SEG ~~burden~~(United States District Court for the Northern District of Georgia, Atlanta Division), which was filed on ~~management~~November 22, 2023 against the Company and ~~employees~~other U.S. ~~Also~~brokerage defendants (the “Hooper Action”). The Settlement resolves all claims set forth in the Hooper Action, as well as all similar claims on a nationwide basis against the ~~results~~Company of(collectively, ~~any~~the ~~such~~“Claims”) ~~litigation~~and orreleases ~~investigation~~the ~~cannot~~Company, beits ~~predicted~~subsidiaries ~~with~~and ~~certainty~~affiliates, and ~~any~~their ~~negative~~independent ~~outcome~~contractor ~~could~~real ~~result~~estate agents in ~~payments~~the ofUnited ~~substantial~~States ~~monetary~~from ~~damages~~the orClaims. ~~fines~~By the terms of the Settlement, ~~and/or~~the ~~undesirable~~Company ~~changes~~agreed to ~~our~~make ~~operations~~certain orchanges to its business practices, and ~~accordingly,~~to ~~our~~pay ~~business,~~a ~~financial~~total ~~condition~~settlement amount of $34.0 million. The Settlement received preliminary approval on May 23, or2025, ~~results~~but ofremains ~~operations~~subject ~~could~~to befinal ~~materially~~court approval and ~~adversely~~will ~~affected~~become effective following an appeals process, if applicable.

Defending against class action litigation is costly, may divert time and money away from the Company’s operations, and imposes a significant burden on management and employees. Also, the results of any such litigation or investigation cannot be predicted with certainty, and any negative outcome could result in payments of substantial monetary damages or fines, and/or undesirable

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changes to the Company’s operations or business practices, and accordingly, its business, financial condition, or results of operations could be materially and adversely affected.

On March 15, 2024, NAR entered a settlement agreement to resolve on a class wide basis the claims against NAR in the NAR Class Action. In addition to a monetary payment of $418 million, NAR agreed to change certain business practices, including changes to cooperative compensation and buyer agreements. The NAR settlement agreement: (1) prohibits NAR and REALTOR® MLSs from requiring that listing brokers or sellers make offers of compensation to buyer brokers or other buyer representatives; (2) prohibits NAR, REALTOR® MLSs and MLS participants from making an offer of compensation on the MLS; and (3) requires all REALTOR® MLS participants to enter into a written buyer agreement specifying compensation before taking a buyer on tour. The NAR settlement received preliminary court approval on April 23, 2024.

These revised NAR rules and practices have caused and may require additional changes to ~~our~~the Company’s business model, including changes to agent and broker compensation and how wethey meet home buyers. ~~Without~~For ~~mandated commission sharing, for~~ example, wethe Company may see the introduction of hourly or a la carte services. Or, if buyers ~~now~~increasingly compensate brokers, they may be more likely to contact listing agents directly, which could ~~drive~~reduce ~~down~~overall ~~dual~~brokerage ~~agent~~participation ~~broker~~in ~~commissions~~buyer representation. ~~Home~~If sellers increasingly do not offer compensation to buyer agents, and because existing mortgage lending rules and ~~norms~~market practices generally do not ~~currently~~permit ~~allow~~ buyers to ~~include~~finance buyer’s -agent compensation inas ~~the~~part ~~balance~~ of a home loan, ~~which~~some buyers may ~~impair~~have ~~the~~limited ability ~~of homebuyers~~ to pay ~~their~~such ~~agent~~ fees ~~when~~at ~~purchasing~~the atime ~~home~~of purchase. The amended rules and regulations also require usthe Company and its agents to get a buyer agreement signed before wetaking ~~take~~ a home buyer on a first tour. This requirement may dissuade buyers from hiring the Company, thereby reducing the fees wethe ~~receive~~Company receives from ~~our~~its agents. These and other shifts in the model for agent and broker compensation could significantly change the brokerage landscape overall and may adversely affect ~~our~~the Company’s financial condition and results of operations.

In addition to the NAR Class Action and various similar private actions already pending, beginning in 2018, the DOJ began investigating NAR for violations of the federal antitrust laws. The DOJ and NAR appeared to reach a resolution in November 2020, resulting in the filing of a Complaint and Proposed Consent Judgment pursuant to which NAR agreed to adopt certain rule changes, such as increased disclosure of commission offers. The DOJ has since sought to continue its investigation of NAR, and on April 5, 2024, a federal appeals court decided that the DOJ could reopen its investigation. It is uncertain what effect, if any, the resumption of the DOJ’s investigation could have on the larger real estate industry, including any further settlement that may result therefrom.

~~Negligence~~More orrecently, ~~willful~~litigation ~~misconduct~~between ~~of independent~~other real estate ~~professionals~~industry ~~affiliated~~participants has highlighted the risk of private litigation under the auspices of antitrust laws. For example, in July 2025, Compass, Inc. filed a lawsuit against Zillow Group, Inc. claiming that Zillow had engaged in anti-competitive conduct. The lawsuit included allegations that other industry participants, including the Company, had conspired with ~~our~~such anti-competitive conduct. Although the Company ~~owned~~is ~~brokerages~~not named as a defendant in that action, these types of lawsuits reflect the risk of both private litigation and regulatory action to challenge business practices in the residential real estate sector. Even when not directly targeted, the Company may face reputational, operational, or financial consequences as a result of broader industry litigation. The Company may be required to further adjust its business practices, increase legal spend, or defend against claims, any of which could materially and adversely affect ~~our~~the ~~reputation~~Company’s ~~and~~business, ~~subject~~financial uscondition, toor ~~liability~~results of operations.

~~Our~~Negligence ~~Company-owned~~or ~~brokerage~~willful ~~operations~~misconduct ~~rely on the performance~~ of independent real estate professionals. Ifaffiliated ~~these~~with ~~independent professionals provide poor-quality services, engage in unlawful, negligent or willful misconduct, or otherwise fail to meet~~ the ~~high~~Company ~~standards~~owned ~~expected~~brokerages bycould ~~our~~materially ~~clients~~ and ~~stakeholders,~~adversely ~~our~~affect ~~image~~the ~~and~~Company’s reputation ~~could be materially~~ and ~~adversely~~subject ~~affected.~~it Toto liability.

18The Company’s operations rely on the performance of real estate brokers and agents. If the Company brokers and agents were to provide lower quality services to its customers or engage in negligent or intentional misconduct, the Company’s image and reputation could be materially adversely affected. In addition, the Company has previously been subject to and could continue to be subject to public scrutiny as well as litigation and regulatory claims arising out of the Company’s brokers’ and agents’ performance of brokerage services or other conduct, which if adversely determined, could result in substantial financial or legal penalties.

~~mitigate~~If ~~these~~the ~~risks,~~Company wefails ~~have executed contractual agreements with our real estate professionals that mandate compliance with applicable laws and adherence~~ to ~~our~~grow ~~established policies and procedures, and stipulate potential liabilities for agents~~ in the ~~event~~various oflocal ~~contractual~~markets ~~breaches.~~that ~~However,~~it noserves ~~mitigation efforts can eliminate all risk. If independent real estate professionals engage in misconduct~~ or ~~violate the law, we could face litigation or regulatory actions. If such claims~~ are ~~adversely~~unsuccessful ~~determined,~~in ~~the~~identifying ~~resulting damages, fines, or other penalties could materially~~ and ~~adversely~~pursuing ~~affect~~new ~~us,~~business ~~our operations~~opportunities, ~~and~~the ~~our~~Company’s ~~financial~~long-term ~~condition.~~prospects ~~Additionally, negative publicity from such incidents could impair our ability to attract~~ and ~~retain~~profitability ~~agents~~will orbe ~~clients, further compounding these risks~~harmed.

~~During~~To ~~2023~~capture and ~~2024,~~retain ~~certain~~market ~~lawsuits~~share ~~were~~in ~~initiated~~the ~~against~~various local markets that the Company ~~and~~serves, ~~certain~~it ofmust ~~its~~compete ~~real~~successfully ~~estate~~against ~~agents~~other ~~including~~brokerages ~~allegations~~for ofagents ~~sexual~~and ~~harassment~~brokers and ~~other~~for ~~misconduct.~~the ~~Such~~consumer ~~claims,~~relationships ~~regardless~~that ofthey ~~merit,~~bring. ~~underscore~~The Company’s competitors could lower the ~~potential~~fees ~~reputational~~that they charge to agents and ~~financial~~brokers ~~risks~~or ~~that~~could ~~misconduct~~raise bythe ~~independent~~compensation ~~professionals~~structure ~~can~~for ~~pose~~those agents. The Company’s competitors may have access to ~~brokerage~~greater ~~operations.~~financial ~~Although~~resources ~~these~~than ~~professionals~~us, ~~are~~allowing ~~independent~~them ~~contractors~~to ~~and~~undertake ~~not~~expensive ~~employees~~local ofadvertising or marketing efforts. In addition, the Company,’s ~~their~~competitors ~~actions~~may ~~can~~be ~~result~~able into ~~litigation,~~leverage ~~regulatory~~local ~~scrutiny~~relationships, orreferral ~~reputational~~sources ~~harm~~and ~~for~~strong ~~the~~local ~~Company~~brand and ~~brokerage~~name ~~entities~~recognition ~~with~~that ~~which~~the ~~they~~Company ~~are~~has ~~affiliated~~not established. The Company’s competitors could, as a result, have

Changes in laws, regulations, or industry standards, including recent changes resulting from the NAR settlement and the Settlement (as defined below), may result in increased agent attrition and adversely affect our ability to attract and retain agents.12

~~Our~~Table success depends significantly on our ability to attract, retain, and engage real estate agents. Recent industry changes, including, but not limited to, revisions to NAR policies and standards, changes to buyer-broker compensation practices and changes to the Company’s business practices resulting from the Settlement, may alter the economics of the real estate profession or increase the compliance burden for agents. Such changes could lead to higher rates of agent attrition from the industry and our brokerage, particularly among part-time agents or those with lower transaction volumes, who may find the profession less viable.Contents

~~Additionally,~~greater ~~broader~~leverage ~~industry~~in orattracting ~~regulatory~~new ~~shifts~~and ~~could~~established ~~affect~~agents ~~agent~~in ~~compensation structures, licensing requirements, or~~ the ~~competitive~~market ~~dynamics~~and ofin ~~the~~generating ~~real~~business ~~estate~~among ~~market,~~local ~~further~~consumers. ~~complicating~~The ~~our~~Company’s ability to ~~recruit~~grow ~~and~~in ~~retain agents. If a significant number of agents leave~~ the ~~real~~local ~~estate~~markets ~~industry~~that orit ~~fail~~serves towill ~~renew~~depend ~~their~~on ~~licenses,~~its ~~our~~ ability to ~~maintain~~compete orwith ~~grow~~these ~~our~~local ~~agent base and market presence could be negatively impacted, which could materially and adversely affect our financial condition, results of operations, and future growth prospects~~brokerages.

~~Inflation~~The ~~and~~Company ~~relatively~~may ~~high~~implement ~~interest~~changes ~~rates~~to ~~have~~its business model and operations to improve revenue that cause a disproportionate increase in the Company’s expenses or reduce profit margins. For example, the Company may ~~continue~~allocate resources to ~~contribute~~acquiring tolower ~~declining~~margin brokerage models and has invested in the development of a mortgage servicing division, a commercial real estate ~~transaction~~division, ~~volumes~~title and escrow companies, ~~which~~a ~~have~~mortgage lending company, and a personal and continuing education company. Expanding the Company’s service offerings could involve significant up-front costs that may ~~continue~~only be recovered after lengthy periods of time. The barrier to ~~materially~~entering ~~impact~~in new real estate markets is low given the Company’s cloud-based operating ~~results~~model; however, ~~profits~~attempts to pursue new business opportunities could result in a disproportionate increase in the Company’s expenses and ~~cash~~in ~~flows~~reduced profit margins. In addition, expansion into new markets and business lines, including internationally, could expose the Company to additional compliance obligations and regulatory risks. If the Company fails to continue to grow in the local markets it serves or if it fails to successfully identify and pursue new business opportunities, the Company’s long-term prospects, financial condition and results of operations may be harmed, and its stock price may decline.

~~Inflation~~The ~~and~~Company’s ~~relatively~~growth ~~high~~depends ~~interest rates~~ in ~~recent~~part years have generally impacted real estate transaction volumes in the U.S., Canada and other international markets. In 2024 and 2023, the Company has experienced declining transaction volume, which has had an impact on operating results. If we are not able to organically grow our market share, to offset declining transactions, our operating results, profits and cash flow may be materially impacted. The Company believes that it continues to be well positioned for growth in the ~~current~~success ~~economic climate, due to our strong base~~ of ~~agent~~its ~~support,~~strategic ~~and~~relationships ~~the superior agent value proposition enabled by our efficient operating model,~~ with ~~lower~~third fixed costs and no brick-and-mortar locations, but we cannot provide assurances that our operating results or cash flows will not be materially impacted by macroeconomic factors such as inflation and interest ratesparties.

~~Any~~To ~~reduction~~support inand expand the Company’s ~~portion~~business, the Company relies on strategic relationships with a variety of third parties, including settlement service providers, mortgage lenders, title companies, referral sources, and other third parties that support the ~~commission~~Company’s ~~revenue~~operations. ~~from~~Building, negotiating, and maintaining these relationships requires significant time and resources, and there is no guarantee they will continue on favorable terms. The Company also depends on access to MLSs in the Company’s markets, which serve as critical sources of property ~~sales~~data ~~transactions~~and listing distribution. Competitors may have similar or superior access to MLS data, and any changes to the Company’s rights of use, disruptions in access, or termination of agreements could ~~harm~~impair ~~our~~its ability to provide accurate pricing, market listings efficiently, or support the Company’s agents’ businesses. If the Company is unable to maintain or expand key third-party relationships, its competitive position, growth prospects, and financial performance. could be materially and adversely affected.

Our industry faces intense competition for real estate professionals, and our efforts to attract and retain real estate sales agents and brokers may continue to put upward pressure on our commissions and related costs. For example, the Company competes with other brokerages that may have reduced operating margins and access to capital resources permitting them to prioritize market share over profits, as well as the growing popularity of non-traditional platforms such as listing aggregators, which may put additional pressure on our commissions and related costs. If our brokerage has to pay a larger share of commissions to independent real estate professionals involved in property transactions, or if our commission earnings from these transactions decrease, it could materially harm the operating margins of our Company as well as our cash flows.

If we fail to grow in the various local markets that we serve or are unsuccessful in identifying and pursuing new business opportunities, our long-term prospects and profitability will be harmed.

To capture and retain market share in the various local markets that we serve, we must compete successfully against other brokerages for agents and brokers and for the consumer relationships that they bring. Our competitors could lower the fees that they charge to agents and brokers or could raise the compensation structure for those agents. Our competitors may have access to greater financial resources than us, allowing them to undertake expensive local advertising or marketing efforts. In addition, our competitors may be able to leverage local relationships, referral sources and strong local brand and name recognition that we have not established. Our competitors could, as a result, have greater leverage in attracting new and established agents in the

market and in generating business among local consumers. Our ability to grow in the local markets that we serve will depend on our ability to compete with these local brokerages.

We may implement changes to our business model and operations to improve revenues that cause a disproportionate increase in our expenses or reduce profit margins. For example, we may allocate resources to acquiring lower margin brokerage models and have invested in the development of a mortgage servicing division, a commercial real estate division, title and escrow companies, a mortgage lending company, and a personal and continuing education company. Expanding our service offerings could involve significant up-front costs that may only be recovered after lengthy periods of time. The barrier to entering in new real estate markets is low given our cloud-based operating model; however, attempts to pursue new business opportunities could result in a disproportionate increase in our expenses and in reduced profit margins. In addition, expansion into new markets and business lines, including internationally, could expose us to additional compliance obligations and regulatory risks. If we fail to continue to grow in the local markets we serve or if we fail to successfully identify and pursue new business opportunities, our long-term prospects, financial condition and results of operations may be harmed, and our stock price may decline.

Our value proposition for agents and brokers includes allowing them to participate in the revenues of our Company and is not typical in the real estate industry. If agents and brokers do not understand our unique value propositions, we may not be able to attract, retain and incentivize agents.

Participation in our revenue sharing plan represents a key component of our agent and broker value proposition. Agents and brokers may not understand or appreciate its value due to the intricacies of our programs or changes and iterations to such programs over time. In addition, agents may not appreciate other components of our value proposition, including the cloud office platform, the mobility it affords, the systems and tools that we provide to agents and brokers and the professional development opportunities we create and deliver. If agents and brokers do not understand the elements of our agent value proposition, or do not perceive it to be more valuable than the models used by most competitors, we may not be able to attract, retain and incentivize new and existing agents and brokers to grow our revenues.

Risks Related to Legal and Regulatory Matters

WeThe ~~are~~Company is subject to certain risks related to legal proceedings filed by or against usit and adverse results may harm ~~our~~its business and financial condition.

WeThe ~~are~~Company is subject to risk of and are from time to time involved in, or may in the future be subject to or involved in, claims, suits, government investigations and proceedings arising from ~~our~~the Company’s business, including, but not limited to, actions with respect to securities, intellectual property, privacy, information security, data protection or law enforcement matters, tax matters, labor and employment, including claims challenging the classification of ~~our~~the Company’s agents and brokers as independent contractors and compliance with wage and hour regulations, and claims alleging violations of Real Estate Settlement Procedures Act (“RESPA”) (and similar state statutes) compliance or state consumer fraud statutes and commercial arrangements. WeThe ~~are~~Company is also subject to risk related to stockholder derivative actions, standard brokerage disputes ~~like the failure to disclose hidden defects in a property such as mold~~, vicarious liability based upon conduct of individuals or entities outside of ~~our~~its control, including ~~our~~the Company’s agents, brokers, third-party service or product providers and purported class action lawsuits. Such litigation and other proceedings may include, but are not limited to, the currently pending antitrust and derivative litigation as disclosed in Note 1413 – Commitments and Contingencies to the consolidated financial statements included elsewhere within this Annual Report. A substantial unsatisfied judgment against usthe Company or one of ~~our~~its subsidiaries could result in bankruptcy, which would materially and adversely affect ~~our~~its business and operating results.

WeThe Company cannot predict with certainty the cost of defense, the cost of prosecution, insurance coverage or the ultimate outcome of litigation and other proceedings filed by or against us, including remedies or damage awards and/or undesirable changes to the Company’s operations or business practices. Adverse results in such litigation and other proceedings may harm ~~our~~the Company’s business and financial condition. Class action lawsuits can often be particularly burdensome given the breadth of claims, large potential damages and significant costs of defense. In the case of intellectual property litigation and proceedings, although the Company has taken measures to protect its intellectual property rights, including existing and future trademarks, trade secrets, patents and copyrights, adverse outcomes could include the cancellation, invalidation or other loss of material intellectual property rights used in ~~our~~the Company’s business ~~and~~or injunctions prohibiting ~~our~~its use of business processes or technology that is subject to third-party patents or other third-party intellectual property rights. In addition, wethe Company may be required to enter into licensing agreements (if available on acceptable terms) and be required to pay royalties. In the case of securities litigation and proceedings, adverse outcomes could include the cancellation, invalidation, or modification of ~~our~~the Company’s existing equity incentive program.

From time to time, wethe Company may become involved in lawsuits and legal proceedings which arise in the ordinary course of business. Except as set forth in Note 1413 – Commitments and Contingencies to the consolidated financial statements included elsewhere within this Annual Report, wethe ~~are~~Company is not involved in any material pending legal proceedings and there are no known proceedings in which any of ~~our~~the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to ~~our~~its interest.

~~Adverse outcomes in litigation and regulatory actions against other companies and agents in our industry could adversely impact our financial results.~~13

~~Adverse~~Table ~~outcomes in legal and regulatory actions against other companies, brokers, and agents in the residential and commercial real estate industry may adversely impact the financial condition~~ of ~~the Company and our real estate brokers and agents when~~ Contents

20Adverse outcomes in litigation and regulatory actions against other companies and agents in the Company’s industry could adversely impact its financial results.

Adverse outcomes in legal and regulatory actions against other companies, brokers, and agents in the residential and commercial real estate industry may adversely impact the financial condition of the Company and its real estate brokers and agents when those matters relate to business practices shared by the Company, ~~our~~its real estate brokers and agents, or ~~our~~its industry at large. Such matters may include, without limitation, RESPA, ~~TCPA~~Telephone Consumer Protection Act of 1991 and state consumer protection law, antitrust and anticompetition, and worker classification claims. Additionally, if plaintiffs or regulatory bodies are successful in such actions, this may increase the likelihood that similar claims are made against the Company and/or ~~our~~its real estate brokers and agents which claims could result in significant liability and be adverse to ~~our~~its financial results if wethe Company or ~~our~~its brokers and agents are unable to distinguish or defend ~~our~~their business practices.

AsThe anCompany ~~example,~~faces insignificant ~~the~~risk ~~matter~~to ~~of Burnett~~its v.brand ~~National Association of Realtors (U.S. District Court for the Western District of Missouri), a federal jury found NAR~~ and ~~certain~~revenue ~~other~~if ~~brokerage~~it ~~defendants~~fails ~~liable for $1.8 billion in damages; all defendants have since settled, subject~~ to ~~ongoing~~maintain ~~appeals~~compliance ~~processes, which include both monetary and non-monetary settlement terms. During 2024, the Company, along~~ with ~~other brokerage and non-brokerage defendants, have been named as defendants in putative class action lawsuits alleging similar fact patterns and antitrust violations. On December 9, 2024,~~ the ~~Company~~law and ~~certain~~regulations of ~~its subsidiaries entered into a Settlement Agreement (the “Settlement”) with plaintiffs in the U.S. antitrust lawsuit 1925 Hooper LLC~~federal, ~~et al. v. The National Association of Realtors et. al.~~state, ~~Case~~ ~~No.~~county ~~1:23-cv-05392- SEG (United States District Court for the Northern District of Georgia, Atlanta Division), which was filed on November 22, 2023 against the Company~~ and ~~other~~foreign USgovernmental ~~brokerage defendants (the “Hooper Action”). The Settlement resolves all claims set forth in the Hooper Action~~authorities, asor ~~well~~private asassociations ~~all similar claims on a nationwide basis against the Company (collectively, the “Claims”)~~ and ~~releases~~governing ~~the Company, its subsidiaries and affiliates, and their independent contractor real estate agents in the United States from the Claims~~boards. By the terms of the Settlement, the Company agreed to make certain changes to its business practices and to pay a total settlement amount of $34.0 million. The Settlement remains subject to preliminary and final court approval and will become effective following an appeals process, if applicable. Both the NAR and the Company’s settlement terms may materially impact business practices within the industry which could adversely impact the Company’s business, results of operations, and financial condition.

WeThe ~~face~~Company ~~significant~~operates ~~risk~~in toa ~~our~~heavily ~~brand~~regulated ~~and~~industry ~~revenue~~subject ifto wecomplex, ~~fail~~federal, tostate, ~~maintain~~provincial ~~compliance~~and ~~with~~local ~~the~~laws ~~law~~ and regulations ofwithin ~~federal,~~the ~~state,~~markets ~~county~~in ~~and~~which ~~foreign~~the ~~governmental~~Company ~~authorities,~~operates orand ~~private~~third-party ~~associations~~organizations’ regulations, policies and bylaws governing ~~boards~~the real estate business.

WeIn ~~operate~~general, inthe alaws, ~~heavily~~rules and ~~regulated~~regulations ~~industry~~that ~~subject~~apply to ~~complex~~the Company’s business practices include, without limitation, RESPA, the federal Fair Housing Act of 1968, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the Exchange Act and federal advertising and other laws, as well as comparable state statutes; rules of trade organizations such as NAR, ~~provincial~~local MLSs and state and local ~~laws~~Association of Realtors; licensing requirements and related obligations that could arise from the Company’s business practices relating to the provision of services other than real estate brokerage services, including without limitation, its mortgage lending services; privacy regulations ~~within~~relating to the ~~markets~~Company’s inuse ~~which~~of wepersonal ~~operate~~information collected from the registered users of its websites; laws relating to the use and ~~third-party~~publication ~~organizations’~~of ~~regulations~~information through the internet; and state real estate brokerage and mortgage lending licensing requirements, ~~policies~~as well as statutory due diligence, disclosure, record keeping and ~~bylaws~~standard-of-care ~~governing~~obligations relating to these licenses. Recent regulatory scrutiny regarding the classification of real estate ~~business~~agents as independent contractors, particularly at the state level, could lead to increased compliance costs, potential reclassification, or penalties, which could materially impact the Company’s owned brokerage operations.

In general, the laws, rules and regulations that apply to our business practices include, without limitation, the RESPA, the federal Fair Housing Act, the Dodd-Frank Act, the Exchange Act and federal advertising and other laws, as well as comparable state statutes; rules of trade organizations such as NAR, local MLSs and state and local Association of Realtors; licensing requirements and related obligations that could arise from our business practices relating to the provision of services other than real estate brokerage services, including without limitation, our mortgage lending services; privacy regulations relating to our use of personal information collected from the registered users of our websites; laws relating to the use and publication of information through the internet; and state real estate brokerage and mortgage lending licensing requirements, as well as statutory due diligence, disclosure, record keeping and standard-of-care obligations relating to these licenses. Recent regulatory scrutiny regarding the classification of real estate agents as independent contractors, particularly at the state level, could lead to increased compliance costs, potential reclassification, or penalties, which could materially impact our company-owned brokerage operations.

Additionally, the Dodd-Frank Act contains the Mortgage Reform and Anti-Predatory Lending Act (“Mortgage Act”), which imposes a number of additional requirements on lenders and servicers of residential mortgage loans, by amending certain existing provisions and adding new sections to RESPA and other federal laws. It also broadly prohibits unfair, deceptive or abusive acts or practices and knowingly or recklessly providing substantial assistance to a covered person in violation of that prohibition. The penalties for noncompliance with these laws are also significantly increased by the Mortgage Act, which could lead to an increase in lawsuits against mortgage lenders and servicers.

As wethe ~~expand~~Company ~~our~~expands its business in international markets, including new and existing international markets, wethe ~~are~~Company is subject to additional foreign governmental regulation. Ensuring compliance with these newly applicable laws could substantially increase ~~our~~its operating expenses. In addition, entry into these new markets exposes usthe Company to increased risk and liability. A violation of any of these applicable laws could have a material adverse effect on ~~our~~the Company’s business.

Maintaining legal compliance is challenging and increases ~~our~~the Company’s costs due to resources required to continually monitor business practices for compliance with applicable laws, rules and regulations and to monitor changes in the applicable laws themselves. For example, the potential reclassification of agents under wage and hour laws could result in additional liabilities for minimum wage, overtime pay, and penalties for prior periods, creating significant operational disruptions.

WeThe Company may not become aware of all the laws, rules and regulations that govern ~~our~~its business, or be able to comply with all of them, given the rate of regulatory changes, ambiguities in regulations, contradictions in regulations between jurisdictions and the difficulties in achieving both company-wide and region-specific knowledge and compliance.

If wethe ~~fail~~Company fails, or weis ~~are~~ alleged to have failed, to comply with any existing or future applicable laws, rules and regulations, weit could be subject to lawsuits and administrative complaints and proceedings, as well as criminal proceedings. ~~Our~~The Company’s noncompliance could result in significant defense costs, settlement costs, damages and penalties.

21The Company’s business licenses could be suspended or revoked, its business practices enjoined, or the Company could be required to modify its business practices, which could materially impair, or even prevent, the Company’s ability to conduct all or any portion of its business. Any such events could also damage the Company’s reputation and impair its ability to attract and service homebuyers, home sellers, agents, clients and customers as well as its ability to attract brokerages, brokers, teams of agents and agents to the Company, without increasing costs.

~~Our business licenses could be suspended or revoked~~Further, ~~our~~if ~~business~~the ~~practices~~Company ~~enjoined,~~loses orits weability ~~could be required~~ to ~~modify~~obtain ~~our~~and ~~business~~maintain ~~practices, which could materially impair, or even prevent, our ability to conduct~~ all ~~or any portion~~ of ~~our~~the ~~business.~~regulatory ~~Any~~approvals ~~such events could also damage our reputation~~ and ~~impair~~licenses ~~our~~necessary ~~ability~~ to ~~attract~~conduct ~~and~~business ~~service~~as ~~homebuyers,~~it ~~home~~currently ~~sellers~~operates, ~~agents,~~the ~~clients~~Company’s ~~and customers as well as our~~ ability to ~~attract~~conduct ~~brokerages,~~business ~~brokers,~~may ~~teams~~be ofharmed. ~~agents and agents to our Company~~Lastly, ~~without~~any ~~increasing~~lobbying ~~our~~or ~~costs.~~related

Further, if we lose our ability to obtain and maintain all of the regulatory approvals and licenses necessary to conduct business as we currently operate, our ability to conduct business may be harmed. Lastly, any lobbying or related activities we undertake in response to mitigate liability of current or new regulations could substantially increase our operating expenses.14

WeTable offer our independent agents the opportunity to earn additional commissions through our revenue sharing plan, which pays under a multi-tiered compensation structure similar in some respects to network marketing. Network marketing is subject to intense government scrutiny and regulation and changes in the law, or the interpretation and enforcement of ~~the law, might adversely affect our business.~~Contents

~~Various~~activities ~~laws and regulations in~~ the ~~United~~Company ~~States~~undertakes ~~and other countries regulate network marketing. These laws and regulations exist at many levels of government~~ in ~~many~~response different forms, including statutes, rules, regulations, judicial decisions and administrative orders. Network marketing regulations are inherently fact-based and often do not include "bright line" rules. Additionally, we are subject to ~~the~~mitigate ~~risk~~liability ~~that~~of ~~the~~current ~~regulations,~~ or anew ~~regulator's interpretation and enforcement of the~~ regulations, could ~~change.~~substantially ~~From~~increase ~~time~~operating ~~to time, we have received requests to supply information regarding our revenue sharing plan to regulatory agencies~~expenses. ~~We could potentially in the future be required to modify our revenue sharing plan in certain jurisdictions in order to comply with the interpretation of the regulations by local authorities.~~

The Company offers independent agents the opportunity to earn additional commissions through its revenue sharing plan, which pays under a multi-tiered compensation structure similar in some respects to network marketing. Network marketing is subject to intense government scrutiny and regulation and changes in the law, or the interpretation and enforcement of the law, might adversely affect the Company’s business.

Various laws and regulations in the United States and other countries regulate network marketing. These laws and regulations exist at many levels of government in many different forms, including statutes, rules, regulations, judicial decisions and administrative orders. Network marketing regulations are inherently fact-based and often do not include "bright line" rules. Additionally, the Company is subject to the risk that the regulations, or a regulator's interpretation and enforcement of the regulations, could change. From time to time, the Company has received requests to supply information regarding its revenue sharing plan to regulatory agencies. The Company could potentially in the future be required to modify its revenue sharing plan in certain jurisdictions in order to comply with the interpretation of the regulations by local authorities.

In the United States, the Federal Trade Commission (“FTC”) has entered into several highly publicized settlements with network marketing companies that required those companies to modify their compensation plans and business models. Those settlements resulted from actions brought by the FTC involving a variety of alleged violations of consumer protection laws, including misleading earnings representations by the companies' independent distributors, as well as the legal validity of the companies' business model and distributor compensation plans. FTC determinations such as these have created an ambiguity regarding the proper interpretation of the law and regulations applicable to network marketing companies in the U.S. Although a consent decree between the FTC and a specific company does not represent judicial precedent, FTC officials have indicated that the network marketing industry should look to these consent decrees and the principles contained therein, for guidance. Additionally, following the issuance of these consent decrees, the FTC issued non-binding guidance to the network marketing industry, suggesting it intended to reinforce the principles contained in the consent decrees and provide other operational guidance to the network marketing industry.

While wethe ~~strive~~Company strives to ensure that ~~our~~its overall business model and revenue-sharing plan are ~~regulatory~~ compliant with applicable regulations in each of ~~our~~its markets, wethe Company cannot assure you that a regulator, if it were to review ~~our~~the Company’s business, would agree with ~~our~~the Company’s assessment and would not require usthe Company to change one or more aspects of ~~our~~its operations. Any action against usthe Company in the future by the FTC or another regulator could materially and adversely affect ~~our~~the Company’s operations.

WeThe Company cannot predict the nature of any future law, regulation, or guidance, nor can weit predict what effect additional governmental regulations, judicial decisions, or administrative orders, when and if promulgated, would have on ~~our~~the Company’s business. Failure by usthe Company, or ~~our~~its independent agents, to comply with these laws, could adversely affect ~~our~~its business.

WeThe Company may suffer significant financial harm and loss of reputation if weit dodoes not comply, cannot comply, or ~~are~~is alleged to have not complied with applicable laws, rules and regulations concerning ~~our~~its classification and compensation practices for the agents in ~~our~~the ~~owned-and-operated~~Company’s brokerage operations.

Except for ~~our~~the Company’s employed state brokers, commission-only employees, and where otherwise dictated by local law, all ~~other~~ real estate agent professionals in ~~our~~the Company’s brokerage operations have been retained as independent contractors, either directly or indirectly through third-party entities formed by these independent contractors for their business purposes. With respect to these independent contractors, like most brokerage firms, wethe ~~are~~Company is subject to the taxing authorities’ regulations and applicable laws regarding independent contractor classification. These regulations and guidelines are subject to judicial and agency interpretation, and it might be determined that the independent contractor classification is inapplicable to any of ~~our~~the Company’s affiliated real estate professionals. Further, if legal standards for classification of real estate professionals as independent contractors change or appear to be changing, it may be necessary to modify ~~our~~the Company’s compensation and benefits structure for ~~our~~its affiliated real estate professionals in some or all of ~~our~~its markets, including by paying additional compensation or reimbursing expenses.

In the future, wethe Company could incur substantial costs, penalties and damages, including back pay, unpaid benefits, taxes, expense reimbursement and attorneys’ fees, in defending future challenges by ~~our~~the Company’s affiliated real estate professionals to ~~our~~the Company’s employment classification or compensation practices.

22The Company is, and may in the future be, blocked from or limited in providing its agent compensation plans in certain jurisdictions and may be required to modify its business model in those jurisdictions as a result.

WeThe Company’s agent compensation plans represent a key lever in its strategy to attract and retain independent agents and brokers and are subject to various international, federal, state, territorial and ~~may~~local laws, rules and regulations which differ in each of the Company’s existing and future markets. As a result, the Company is, and may in the future be, blocked from or limited in providing ~~our~~each of its agent compensation plans in certain ~~jurisdictions~~markets. ~~and~~In ~~may~~addition, bethese ~~required~~laws, torules ~~modify~~and ~~our~~regulations ~~business~~are ~~model~~subject into ~~those jurisdictions as a result.~~

Our agent compensation plans represent a key lever in our strategy to attract and retain independent agents and brokers and are subject to various international, federal, state, territorial and local laws, rules and regulations which differ in each of our existing and future markets. As a result, we are, and may be in the future, blocked from or limited in providing each of our agent compensation plans in certain markets. In addition, these laws, rules and regulations are subject to judicial and agency interpretation, and it might be determined that our agent compensation plans are not permitted to be offered to independent contractors. In response to such limitations, we have, and may be in the future, required to modify our agent compensation practices in such markets. Failure to comply with applicable law, rules and regulations or failure to subsequently modify our business model in certain jurisdictions to effectively attract and retain agents and brokers could negatively affect our business, results of operations or financial condition. The costs attributable to developing compliant agent compensation plans can be significant and could adversely affect our financial condition. 15

IfTable ~~we fail to protect the privacy and personal information~~ of ~~our customers, agents or employees, we may be subject to legal claims, government action and damage to our reputation.~~Contents

~~Hundreds~~judicial ofand ~~thousands~~agency ~~of consumers~~interpretation, ~~independent contractors~~ and ~~employees~~it ~~have~~might ~~shared~~be ~~personal~~determined ~~information~~that ~~with us during~~ the ~~normal~~Company’s ~~course~~agent ofcompensation ~~our~~plans ~~business~~are ~~processing~~not ~~real~~permitted ~~estate~~to ~~transactions.~~be ~~This~~offered ~~includes,~~to ~~but~~independent iscontractors. ~~not~~In ~~limited~~response to, ~~Social~~such ~~Security numbers~~limitations, ~~annual~~the ~~income~~Company ~~amounts and sources~~has, ~~consumer names, addresses, telephone~~ and ~~cell~~may ~~phone~~in ~~numbers~~the ~~and~~future ~~email addresses. To run our business~~be, itrequired ~~is essential for us~~ to ~~store~~modify ~~and~~its ~~transmit~~agent ~~this~~compensation ~~sensitive~~practices ~~information~~ in ~~our~~such ~~systems and networks~~markets. AtFailure ~~the~~to ~~same~~comply ~~time,~~with weapplicable ~~are subject to numerous laws~~law, ~~regulations~~rules and ~~other~~regulations ~~requirements~~or ~~that~~failure ~~require~~to ~~businesses~~subsequently ~~like~~modify ~~ours~~the toCompany’s ~~protect~~business ~~the~~model ~~security~~in ofcertain ~~personal~~jurisdictions ~~information,~~to ~~notify~~effectively ~~customers~~attract and ~~other~~retain ~~individuals~~agents ~~about~~and ~~our~~brokers ~~privacy~~could ~~practices~~negatively ~~and~~affect ~~limit~~ the ~~use,~~Company’s ~~disclosure~~business, orresults ~~transfer~~ of ~~personal~~operations ~~data across country borders. Regulators in the U.S. and abroad continue to enact comprehensive new laws~~ or ~~legislative~~financial ~~reforms imposing significant privacy and cybersecurity restrictions~~condition. The ~~result is that we are subject to increased regulatory scrutiny, additional contractual requirements from corporate customers and heightened compliance~~ costs. ~~These~~attributable ~~ongoing changes~~ to ~~privacy~~developing ~~and~~compliant ~~cybersecurity~~agent ~~laws~~compensation ~~also~~plans ~~may~~can ~~make~~be itsignificant ~~more difficult for us to operate our business~~ and ~~may~~could ~~have~~adversely aaffect ~~material adverse effect on our operations. For example,~~ the ~~European Union~~Company’s ~~GDPR~~financial ~~conferred new and significant privacy rights on individuals (including employees and independent agents) and materially increased penalties for violations~~condition. In the U.S., California enacted the California Consumer Privacy Act — which imposes comprehensive requirements on organizations that collect and disclose personal information about California residents.

~~Any~~If ~~significant~~the ~~violations~~Company offails ~~privacy,~~to ~~including~~protect asthe aprivacy ~~result~~and personal information of ~~cybersecurity~~its ~~breaches~~customers, ~~could~~agents ~~result in the loss of new~~ or ~~existing business~~employees, ~~litigation,~~it ~~regulatory~~may ~~investigations,~~be ~~the~~subject ~~payment~~to oflegal ~~fines~~claims, ~~damages~~government ~~and~~action ~~penalties~~ and damage to ~~our~~its reputation~~, which could have a material adverse effect on our business, financial condition and results of operations~~.

WeHundreds ~~could~~of ~~also~~thousands beof ~~adversely~~consumers, ~~affected~~independent ifcontractors ~~legislation~~and oremployees ~~regulations~~have ~~are~~shared ~~expanded~~personal toinformation ~~require~~with ~~changes~~the inCompany ~~our~~during the normal course of its business ~~practices~~processing orreal ifestate ~~governing~~transactions. ~~jurisdictions~~This ~~interpret~~includes, orbut ~~implement~~is ~~their~~not ~~legislation~~limited orto, ~~regulations~~Social inSecurity ~~ways~~numbers, ~~that~~annual ~~negatively~~income ~~affect~~amounts ~~our~~and sources, consumer names, addresses, telephone and cell phone numbers and email addresses. To run the Company’s business, ~~results~~it ofis ~~operations~~essential orfor ~~financial~~the ~~condition~~Company to store and transmit this sensitive information in its systems and networks. ~~For~~At ~~example~~the same time, wethe ~~have~~Company is subject to numerous laws, regulations and ~~may~~other ~~continue~~requirements that require businesses like the Company’s to ~~incorporate~~protect ~~new~~the ~~technologies~~security ~~such~~of aspersonal ~~machine~~information, ~~learning~~notify customers and ~~AI—defined~~other ~~broadly~~individuals asabout its privacy practices and limit the use, disclosure, or transfer of ~~computer~~personal ~~systems~~data across country borders. Regulators in the U.S. and abroad continue to ~~simulate~~enact ~~human~~comprehensive ~~intelligence,~~new ~~including~~laws ~~decision-making,~~or ~~pattern~~legislative ~~recognition,~~reforms imposing significant privacy and ~~predictive~~cybersecurity ~~analysis—into~~restrictions. ~~our~~The ~~processes~~result ~~and~~is ~~systems,~~that ~~which~~the ~~are~~Company ~~under~~is subject to increased regulatory scrutiny, additional contractual requirements from corporate customers and heightened compliance costs. WeThese ongoing changes to privacy and cybersecurity laws also may bemake ~~required~~it more difficult for the Company to ~~change~~operate ~~our~~its ~~platforms~~business and ~~services~~may ~~due~~have toa material adverse effect on its operations. For example, the European Union’s GDPR conferred new ~~laws~~and significant privacy rights on individuals (including employees and~~/or~~ ~~decisions~~independent ~~related~~agents) toand ~~emerging~~materially ~~technologies~~increased penalties for violations. In the U.S., California enacted the California Consumer Privacy Act, which ~~may~~imposes ~~decrease~~comprehensive ~~our~~requirements ~~operational~~on ~~efficiency~~organizations ~~and/or~~that ~~hinder~~collect ~~our~~and ~~ability~~disclose topersonal ~~improve~~information ~~our~~about ~~services~~California residents.

InAny ~~addition,~~significant ~~while~~violations weof ~~disclose our information collection and dissemination practices in the published~~ privacy ~~statements on our various websites~~, ~~which~~including weas ~~may~~a ~~modify~~result ~~from~~of ~~time~~cybersecurity ~~to time~~breaches, wecould ~~may~~result bein ~~subject~~the toloss ~~legal~~of ~~claims,~~new ~~government action and damage to our reputation if we act~~ or ~~are~~existing ~~perceived~~business, tolitigation, beregulatory ~~acting~~investigations, ~~inconsistently with~~ the ~~terms~~payment of ~~our privacy statement~~fines, ~~customer~~damages ~~expectations~~and orpenalties ~~state, national~~ and ~~international~~damage ~~regulations.~~to ~~Our~~the ~~policies~~Company’s ~~and~~reputation, ~~safeguards~~which could behave ~~deemed~~a ~~insufficient~~material ifadverse ~~third~~effect ~~parties~~on ~~with~~its ~~whom~~business, wefinancial ~~have~~condition ~~shared~~and ~~personal~~results ~~information fail to protect the privacy~~ of ~~that information~~operations.

The ~~occurrence~~Company ofcould aalso ~~significant~~be ~~claim~~adversely inaffected ~~excess~~if oflegislation ~~our insurance coverage~~ or ~~which~~regulations isare ~~not~~expanded ~~covered~~to byrequire ~~our~~changes ~~insurance~~ in ~~any~~the ~~given~~Company’s ~~period~~business ~~could~~practices ~~have~~or aif ~~material~~governing ~~adverse~~jurisdictions ~~effect~~interpret onor ~~our~~implement ~~financial~~their ~~condition~~legislation ~~and~~or ~~results~~regulations ofin ~~operations~~ways ~~during~~that ~~the~~negatively ~~period.~~affect Inits ~~the~~business, ~~event~~results weof operations or ~~the~~financial ~~vendors~~condition. ~~with~~For ~~which~~example, wethe ~~contract~~Company tohas ~~provide~~and ~~services~~may oncontinue ~~behalf of our customers were~~ to ~~suffer~~incorporate anew ~~breach~~technologies ofsuch ~~personal~~as ~~information,~~machine ~~our~~learning ~~customers~~ and ~~independent~~AI—defined ~~agents~~broadly ~~could~~as ~~terminate~~the ~~their~~use ~~business~~of ~~with~~computer ~~us.~~systems ~~Further, we may be subject~~ to ~~claims~~simulate tohuman ~~the~~intelligence, ~~extent~~including ~~individual~~decision-making, ~~employees~~pattern orrecognition, ~~independent~~and ~~contractors~~predictive ~~breach~~analysis—into orthe ~~fail to adhere to~~ Company’s ~~policies~~processes and ~~practices~~systems, ~~and~~which ~~such~~are ~~actions~~under ~~jeopardize~~increased ~~any~~regulatory ~~personal information~~scrutiny. ~~Our~~The ~~legal~~Company ~~liability~~may ~~could~~be ~~include~~required ~~significant~~to ~~defense~~change ~~costs,~~its ~~settlement~~platforms ~~costs, damages~~ and ~~penalties,~~services ~~plus,~~due ~~damage~~ to ~~our~~new ~~reputation~~laws ~~with~~and/or ~~consumers,~~decisions ~~which~~related ~~could significantly damage our ability~~ to ~~attract~~emerging ~~customers.~~technologies ~~Any~~which ormay ~~all~~decrease ofthe ~~these~~Company’s ~~consequences~~operational ~~would~~efficiency ~~result~~and/or inhinder aits ~~meaningful~~ability ~~unfavorable~~to ~~impact~~improve onits ~~our brand, business model, revenue, expenses, income and margins~~services.

In addition, ~~concern~~while ~~among~~the ~~potential~~Company ~~homebuyers~~discloses orinformation ~~sellers~~collection ~~about~~and ~~our~~dissemination ~~privacy~~ practices ~~could~~in ~~result~~the inpublished ~~regulatory~~privacy ~~investigations~~statements on its various websites, ~~especially~~which init may modify from time to time, the ~~European~~Company ~~Union~~may asbe ~~related~~subject to legal claims, government action and damage to its reputation if it acts or is perceived to be acting inconsistently with the ~~GDPR.~~terms ~~Additionally,~~of ~~concern~~the ~~among~~Company’s ~~potential~~privacy ~~homebuyers~~statement, customer expectations or ~~sellers~~state, national and international regulations. The Company’s policies and safeguards could ~~keep~~be deemed insufficient if third parties with whom the Company has shared personal information fail to protect the privacy of that information.

23The occurrence of a significant claim in excess of the Company’s insurance coverage or which is not covered by its insurance in any given period could have a material adverse effect on the Company’s financial condition and results of operations during the period. In the event the Company or the vendors with which it contracts to provide services on behalf of its customers were to suffer a breach of personal information, its customers and independent agents could terminate their business with the Company. Further, the Company may be subject to claims to the extent individual employees or independent contractors breach or fail to adhere to Company policies and practices and such actions jeopardize any personal information. The Company’s legal liability could include significant defense costs, settlement costs, damages and penalties, plus damage to the Company’s reputation with consumers, which could significantly damage its ability to attract customers. Any or all of these consequences would result in a meaningful unfavorable impact on the Company’s brand, business model, revenue, expenses, income and margins.

In addition, concern among potential homebuyers or sellers about the Company’s privacy practices could result in regulatory investigations, especially in the European Union as related to the GDPR. Additionally, concern among potential homebuyers or sellers could keep them from using ~~our~~the Company’s services or require usit to incur significant expense to alter ~~our~~its business practices or educate them about how wethe ~~use~~Company uses personal information.

Entering into new business arrangements, joint ventures, or business lines may expose usthe Company to additional regulatory and compliance risks that could materially and adversely affect ~~our~~the Company’s business and financial condition.

Our strategy includes pursuing new business initiatives, entering into joint ventures, and expanding into complementary business lines. These efforts often require us to navigate complex and evolving regulatory environments that may differ significantly from those governing our core operations. If we are unable to timely and effectively address these regulatory and compliance requirements, or if risks arise beyond our reasonable ability to mitigate, our business and financial condition may be materially and adversely affected.16

~~For~~Table ~~example,~~of SUCCESS Lending, our joint venture mortgage business launched in 2021, operates in the highly regulated mortgage lending industry, which involves stringent licensing requirements, state and federal oversight, and compliance with consumer protection laws. Similarly, SUCCESS Space, our franchising initiative also launched in 2021, involves compliance with franchising regulations, zoning laws, and other local, state, and federal requirements applicable to its operations. Both initiatives face inherent risks, including but not limited to, operational challenges, legal and regulatory scrutiny, and unforeseen compliance costs.Contents

~~These~~The ~~new~~Company’s ~~business~~strategy ~~lines~~includes ~~also~~pursuing ~~require~~new ~~significant~~business ~~investments~~initiatives, inentering ~~infrastructure,~~into ~~personnel~~joint ventures, and ~~systems~~expanding tointo ~~ensure~~complementary ~~compliance~~business lines. ~~Failure~~These toefforts ~~meet~~often ~~these~~require ~~obligations~~the ~~could~~Company ~~result~~to innavigate ~~legal~~complex orand evolving regulatory ~~penalties,~~environments ~~reputational~~that ~~damage,~~may ordiffer ~~the~~significantly ~~inability~~from tothose ~~scale~~governing ~~these~~the ~~operations~~Company’s ascore ~~planned~~operations. ~~Moreover,~~If the ~~financial~~Company ~~success~~is ofunable ~~these~~to ~~ventures~~timely isand ~~uncertain~~effectively ~~given~~address ~~their~~these ~~limited~~regulatory ~~operating~~and ~~histories~~compliance requirements, ~~making~~or itif ~~difficult~~risks toarise ~~predict~~beyond ~~their~~the ~~long-term~~Company’s ~~contribution~~reasonable ability to ~~our~~mitigate, ~~overall~~its business and financial ~~performance~~condition may be materially and adversely affected.

~~While~~For weexample, ~~aim~~SUCCESS® toLending, ~~mitigate~~the ~~these~~Company’s ~~risks~~joint ~~through~~venture ~~robust~~mortgage ~~compliance~~business ~~frameworks~~launched ~~and~~in ~~strategic~~2021, ~~partnerships~~operates in the highly regulated mortgage lending industry, nowhich ~~mitigation~~involves ~~effort~~stringent ~~can~~licensing ~~fully~~requirements, ~~eliminate~~state ~~all~~and ~~risk.~~federal ~~Unanticipated~~oversight, ~~challenges~~and incompliance ~~these~~with orconsumer ~~other~~protection ~~future~~laws. ~~ventures~~The ~~could~~mortgage ~~materially~~lending ~~and~~business ~~adversely~~faces ~~affect~~inherent ~~our~~risks, ~~operations~~including but not limited to, ~~reputation~~operational challenges, legal and ~~financial~~regulatory ~~condition~~scrutiny, and unforeseen compliance costs.

~~Risks~~These ~~Related~~new business lines also require significant investments in infrastructure, personnel, and systems to ~~Our~~ensure ~~Stock~~compliance. Failure to meet these obligations could result in legal or regulatory penalties, reputational damage, or the inability to scale these operations as planned. Moreover, the financial success of these ventures is uncertain given their limited operating histories, making it difficult to predict their long-term contribution to the Company’s overall financial performance.

~~Glenn~~While ~~Sanford,~~the ~~our~~Company ~~Chairman~~aims ~~and~~to ~~Chief~~mitigate ~~Executive~~these ~~Officer,~~risks ~~together~~through ~~with~~robust ~~Penny~~compliance ~~Sanford,~~frameworks aand ~~significant~~strategic ~~stockholder~~partnerships, ~~own~~no amitigation ~~significant percentage~~effort ofcan ~~our~~fully ~~stock~~eliminate ~~and~~all ~~have agreed to act as a group on any matter submitted to a vote of our stockholders~~risk. AsUnanticipated achallenges ~~result,~~in ~~the~~these ~~trading~~or ~~price~~other ~~for~~future ~~our~~ventures ~~shares~~could ~~may~~materially ~~be depressed~~ and ~~they~~adversely ~~can~~affect ~~significantly influence actions that may be adverse to~~ the ~~interests~~Company’s ofoperations, ~~our~~reputation, ~~other~~and ~~stockholders~~financial condition.

OnRisks ~~February~~Related 19, 2025, Glenn Sanford and Penny Sanford filed an amended Schedule 13D with the Securities and Exchange Commission, which disclosed that they beneficially owned approximately 44.77% of our outstanding common stock as of December 31, 2024 and that they had agreed to ~~vote their shares as a group with respect to~~ the ~~election~~Company’s ofCommon directors and any other matter on which our shares of common stock are entitled to vote. This significant concentration of share ownership may adversely affect the trading price for our common stock because investors may perceive disadvantages in owning stock in a company with a stockholder group holding a significant number of our shares. The group can significantly influence all matters requiring approval by our stockholders, including the election and removal of directors and any proposed merger, consolidation or sale of all or substantially all of our assets. In addition, due to his significant ownership stake and his service as our Chief Executive Officer and Chairman of our Board of Directors, Mr. Sanford significantly influences the management of our business and affairs. This concentration of ownership and influence could have the effect of delaying, deferring, or preventing a change in control, or impeding a merger or consolidation, takeover or other business combination that could be favorable to our other stockholders.Stock

~~Because~~Glenn weSanford, ~~can~~the ~~issue~~Company’s ~~additional~~Chairman ~~shares~~and Chief Executive Officer, together with Penny L Sanford TTEE Gratitude 2022 Trust, own a significant percentage of the Company’s common stock. ~~and~~As ~~because~~a weresult, ~~issue~~the trading price for the Company’s shares of common stock ~~under~~may ~~equity~~be ~~incentive~~depressed ~~plan,~~and ~~our~~they ~~stockholders~~can significantly influence actions that may ~~experience~~be ~~dilution~~adverse into the ~~future~~interests of the Company’s other stockholders.

We are authorized to issue up to 900,000,000 shares of common stock, of which 195,028,207 shares were issued and 154,133,385 shares were outstanding as of December 31, 2024. Additionally, the Company maintains an active 2024 Equity Incentive Plan from which employees, agents, brokers and certain service providers of the Company and its affiliates can receive awards of the Company’s common stock. Previously, the Company maintained a 2015 Equity Incentive Plan. The Company ceased issuing shares under the 2015 Equity Incentive Plan when it began issuing shares under the 2024 Equity Incentive Plan in September 2024. Our Board of Directors has the authority to cause us to issue additional shares of common stock without consent of any of our stockholders, subject to applicable Nasdaq listing rules. Consequently, current stockholders may experience more dilution in their ownership of our common stock in the future.

Our share repurchase program could impact the trading price of our stock, reduce liquidity, and may not enhance stockholder value.

Our share repurchase program does not obligate us to repurchase any shares of our common stock, and the timing, amount, and manner of any repurchases are subject to various factors. These factors include, but are not limited to, market conditions, business conditions, statutory and contractual restrictions, the trading price of our common stock, and the availability of alternative

investment opportunities. Repurchases of our common stock may impact the market price of our stock, potentially causing it to be higher than it would be absent the program, and could also increase stock price volatility.

The existence of a share repurchase program may reduce market liquidity for our stock, which could adversely affect investors who wish to buy or sell our shares. Additionally, the use of our cash or other resources to repurchase shares could diminish our cash reserves, which may impact our ability to finance growth initiatives, pursue strategic opportunities, discharge liabilities, or respond to other operational needs.

There can be no assurance that our share repurchase program will enhance stockholder value. For example, the market price of our common stock may decline below the prices at which we repurchased shares, and fluctuations in the stock price could reduce the overall effectiveness of the program. If we do not manage our repurchase program effectively, it could have a material adverse effect on our financial condition, liquidity, or ability to meet our strategic objectives.

The stock price of our common stock has been and likely will continue to be volatile and may decline in value regardless of our performance.

The market price for our common stock could fluctuate significantly for various reasons, many of which are outside our control, including those described above and the following:

● our operating and financial performance and prospects;

● future sales of substantial amounts of our common stock in the public market, including but not limited to shares we may issue as consideration for acquisitions or investments;

● housing and mortgage finance markets;

● our quarterly or annual earnings or those of other companies in our industry;

● the public’s reaction to our press releases, other public announcements and filings with the SEC;

● changes in or cessation of recommendations or analysis of our prospects by securities analysts who track our common stock;

● market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

● strategic actions by us or our competitors, such as acquisitions or restructurings;

● actual or potential changes in laws, regulations and regulatory interpretations;

● changes in interest rates;

● changes in demographics relating to housing such as household formation or other consumer preferences toward home ownership;

● changes in accounting standards, policies, guidance, interpretations or principles;

● arrival and departure of key personnel;

● the filing of and/or adverse resolution of new or pending litigation or regulatory proceedings against us; and

● changes in general market, economic and political conditions in the United States and global economies.

In addition, the stock markets have experienced periods of high price and volume fluctuations that have affected and continue to affect the market prices of the equity securities of many companies, including technology companies and real estate brokerages. Such price fluctuations can be unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business.

Because there is no guarantee that we will continue to pay cash dividends on our shares of common stock in the future, our stockholders may not be able to receive a return on their shares unless they sell them.

OnAs ~~August~~of 4January 31, ~~2021~~2026, Glenn Sanford beneficially owns approximately 25.7% and the Penny L Sanford TTEE Gratitude 2022 Trust owns approximately 16.5% of the Company’s ~~Board~~outstanding ofcommon ~~Directors~~stock. ~~declared~~While Mr. Sanford and ~~subsequently~~the ~~paid~~Penny ~~its~~L ~~first~~Sanford ~~cash~~TTEE ~~dividend.~~Gratitude ~~Since~~2022 ~~then~~Trust do not have voting group, this significant concentration of share ownership may adversely affect the trading price of the Company’s ~~has~~common ~~declared~~stock because investors may perceive disadvantages in owning stock in a company with two stockholders holding a significant number of the Company’s shares. Each of Mr. Sanford and ~~paid~~Penny ~~quarterly~~L ~~dividends~~Sanford ~~through~~TTEE Gratitude 2022 Trust can significantly influence all matters requiring approval by the ~~fiscal~~Company’s ~~year~~stockholders, ~~ended~~including ~~December~~the 31election and removal of directors and any proposed merger, ~~2024~~consolidation or sale of all or substantially all of the Company’s assets. ~~However~~In addition, ~~there~~due isto nohis ~~assurance~~significant ~~that~~ownership ~~future~~stake ~~dividends~~and ~~will~~his beservice ~~declared~~as orthe ~~paid,~~Company’s Chief Executive Officer and ifChairman ~~dividends~~of ~~are~~the ~~paid~~Company’s Board of Directors (“Board”), ~~there~~Mr. Sanford issignificantly noinfluences ~~assurance~~the asmanagement toof the ~~amount~~Company’s orbusiness ~~frequency~~and affairs. This concentration of ~~any~~ownership ~~such~~and ~~dividends.~~influence ~~The~~could ~~declaration~~have the effect of delaying, ~~payment~~deferring, ~~and~~or ~~amount~~preventing ofa ~~any~~change ~~future~~in ~~dividends~~control, ~~will~~or impeding a merger or consolidation, takeover or other business combination that could be ~~made~~favorable atto the ~~discretion~~Company’s ofother stockholders.

25Because the Company can issue additional shares of common stock and because it issues stock under an equity incentive plan, its stockholders may experience dilution in the future.

~~the~~The ~~Board~~Company is authorized to issue up to 900,000,000 shares of ~~Directors~~common ~~and~~stock, ~~will~~of ~~depend~~which ~~upon~~207,785,762 ~~among~~shares ~~other~~were ~~things~~issued and 161,049,979 ~~the~~shares ~~Company’s~~were ~~results~~outstanding as of ~~operations~~December 31, ~~cash~~2025. ~~flows~~Additionally, ~~financial~~the ~~condition~~Company maintains an active 2024 Equity Incentive Plan from which employees, ~~operating~~agents, brokers and ~~capital~~certain ~~requirements,~~service providers of the Company and ~~other~~its ~~factors~~affiliates ~~deemed~~can ~~relevant~~receive byawards of the Company’s common stock. Previously, the Company maintained a 2015 Equity Incentive Plan. The Company ceased issuing shares under the 2015 Equity Incentive Plan when it began issuing shares under the 2024 Equity Incentive Plan in September 2024. The Board has the authority to cause the Company to issue additional shares of ~~Directors~~common stock without consent of any of its stockholders, subject to applicable Nasdaq listing rules. Consequently, current stockholders may experience more dilution in their ownership of the Company’s common stock in the future.

IfThe weprice ~~cease~~of ~~to pay dividends or reduce~~ the ~~amount~~Company’s ofcommon ~~dividends paid, stockholders seeking a return on their investment may need to sell their shares to realize such a return. Fluctuations in our~~ stock ~~price~~is ~~and~~subject ~~market conditions may affect the ability of stockholders~~ to ~~realize a return, making it uncertain whether they will achieve their investment goals~~volatility.

~~Delaware~~The ~~law~~Company’s ~~and~~common ~~our~~stock ~~organizational~~has ~~documents~~experienced substantial price volatility in the past and may ~~impede~~continue orto ~~discourage~~do so in the future. Additionally, the Company, the real estate brokerage industry and technology industry and the stock market as a ~~takeover~~whole have, from time to time, experienced extreme stock price and volume fluctuations that have affected stock prices in ways that may have been unrelated to these companies’ operating performance which ~~could~~may ~~deprive~~occur ~~our~~again ~~investors~~in the future. Additionally, future dividends are subject to declaration by the Board, and the Company’s share repurchase program does not obligate it to acquire any specific number of shares. If the ~~opportunity~~Company fails to ~~receive~~meet expectations related to future growth, profitability, dividends, share repurchases or other market expectations, the price of the Company’s common stock may decline significantly, which could have a ~~premium~~material ~~for~~adverse ~~their~~impact ~~shares~~on investor confidence and employee retention.

We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders. In addition, provisions of our restated certificate of incorporation and restated bylaws may make it more difficult for, or prevent a third party from, acquiring control of us without the approval of our Board of Directors. Among other things, these provisions:17

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Delaware law and the Company’s organizational documents may impede or discourage a takeover, which could deprive the Company’s investors of the opportunity to receive a premium for their shares.

The Company is a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of the Company, even if a change of control would be beneficial to its existing stockholders. In addition, provisions of the Company’s restated certificate of incorporation and restated bylaws may make it more difficult for, or prevent a third party from, acquiring control of the Company without the approval of its Board of Directors. Among other things, these provisions:

●

do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

●

delegate the sole power to a majority of the Board of Directors to fix the number of directors;

● provide the power to ~~our~~the Board ~~of Directors~~ to fill any vacancy on ~~our~~the Board ~~of Directors~~, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;

●

eliminate the ability of stockholders to call special meetings of stockholders; and

● establish advance notice requirements for nominations for election to ~~our~~the Board ~~of Directors~~ or for proposing matters that can be acted on by stockholders at stockholder meetings.

The foregoing factors could impede a merger, takeover or other business combination or discourage a potential investor from making a tender offer for ~~our~~the Company’s common stock which, under certain circumstances, could reduce the market value of ~~our~~the Company’s common stock and ~~our~~its investors’ ability to realize any potential change-in-control premium.

Item 1B.

UNRESOLVED STAFF COMMENTS

~~Not applicable~~None.

Item 1C.

CYBERSECURITY

WeThe ~~recognize~~Company ~~the~~maintains ~~critical~~a ~~importance~~cybersecurity ofprogram ~~creating~~designed ato ~~multifaceted~~identify, ~~defense-in-depth~~assess, and manage material risks from cybersecurity ~~ecosystem~~threats across all business segments. Our cybersecurity program considers cybersecurity risks alongside other company risks as part of our overall enterprise risk assessment process, and shares common methodologies, reporting channels and governance processes that apply to ~~protect~~other risks impacting the ~~confidentiality~~company, ~~integrity~~such as regulatory, financial and ~~availability~~operational ofrisks. ~~Company~~Each ~~systems~~reporting segment is responsible for monitoring and ~~data~~responding to risks within its operations, supported by annual training, standardized controls, and companywide policies.

~~Managing~~The ~~Material~~Company ~~Risk~~engages third-party consultants and technology providers to test and evaluate its security posture, provide independent assessments, and support remediation efforts. The Company also assesses cybersecurity risks presented by key suppliers and service providers, document their security posture through internal tools, and in certain cases requires third party audit reports or contractual notification of security incidents.

~~The~~Daily ~~Company’s~~monitoring ~~approach~~and toincident ~~risk~~response ~~management~~activities isare ~~tailored~~carried toout ~~its~~by ~~reporting~~IT ~~segments. FrameVR.io~~staff, ~~which~~with ~~was~~escalation ~~moved~~protocols to the ~~North~~Company’s ~~American~~Chief ~~Realty~~Technology ~~segment~~Officer ~~during~~(“CTO”) ~~the~~and ~~first~~Chief ~~quarter~~Executive ofOfficer ~~2025,~~(CEO) ~~independently~~as ~~identifies,~~appropriate. ~~assesses,~~FrameVR.io ~~and~~maintains ~~manages~~ its ~~material~~own ~~risk~~cybersecurity ~~from~~program ~~cybersecurity~~in ~~threats,~~consultation ~~and~~with ~~North~~the ~~American~~CTO. ~~Realty,~~The ~~International~~Company ~~Realty,~~has ~~and,~~processes ~~recently,~~in ~~Other~~place ~~Affiliated~~to ~~Services~~log, ~~operate~~track, ~~under~~and aremediate ~~joint~~incidents, ~~risk~~and ~~framework due~~ to ~~the~~coordinate ~~similarities~~responses inacross ~~cybersecurity~~reporting ~~risk they face~~segments. ~~While~~To ~~educational~~date, ~~resources~~the ~~about~~Company ~~cybersecurity~~has ~~risks~~not ~~are~~identified ~~shared~~any ~~amongst~~cybersecurity ~~Information~~threats ~~Technology~~or ~~(“IT”)~~incidents ~~staff~~that ~~across~~have ~~segments~~had, ~~segment-specific~~or ~~IT staff~~ are ~~empowered~~reasonably likely to ~~evaluate~~have, ~~and~~a ~~address~~material ~~cybersecurity~~effect ~~risks~~on ~~within their reporting segment in alignment with~~ the Company’s ~~overall~~ business ~~objectives~~strategy, ~~and~~financial ~~operational needs. Where required~~condition, ~~IT staff in each reporting segment may communicate with their counterparts in different reporting segments~~ or ~~with~~results ~~executive management~~ of ~~the Company to ensure compliance with cybersecurity incident and data breach reporting requirements under applicable law~~operations. ~~Staff across all segments are required to complete company facilitated cybersecurity training at least annually.~~

~~Engage~~Oversight ~~Third~~of ~~Parties~~risks from cybersecurity threats is provided by the Board through the Board’s Nominating and Corporate Governance Committee, which receives quarterly reports from the CTO on ~~Risk~~emerging ~~Management~~threats, program initiatives, regulatory compliance, and any incident activity. The CTO, in coordination with IT team members and legal team support segment leaders, ensures that significant developments are escalated to the Board, and the CEO retains ultimate responsibility for the Company’s cybersecurity risk management. The CEO has over 25 years of technology leadership experience. The CEO also holds a degree in Economics and Computer Science from the University of Oklahoma, which supports his ability to align technology initiatives with strategic business goals. The CTO has over 20 years of experience leading digital product and technology teams with a focus on delivering innovative software solutions that have served millions of consumers globally and internal enterprise groups. She drives business transformation through secure, scalable platforms focused on software reliability, user experience, data integrity, and system architecture. She has extensive experience in dealing with system security implementations, data architectures, risk mitigation and system protections. She holds a Master of Business Administration, with a specialty in Executive Leadership, from Royal Roads University and undergraduate degrees from Queen's University and the University of British Columbia.

Understanding the complexity and evolving nature of cybersecurity threats, each reporting segment may engage with a range of external experts, including cybersecurity assessors and consultants, to assess, identify, and manage material risks posed by cybersecurity threats, as determined by each reporting segment. Each reporting segment may enable external technologies and specialists, as deemed necessary by the reporting segment, to test, alert, and report on the Company’s various computing ecosystems. These external assets allow the reporting segment leaders to leverage cybersecurity tools applicable to their segment’s risks, ensuring our cybersecurity strategies and processes continue to align with business objectives and operational needs. Segment personnel that engage such third-parties collaborate with these third-parties to review and discuss vulnerabilities and threats, consult on security enhancements for better risk identification, and audit risk management systems.18

26Table of Contents

Oversee Third-Party Risk

The Company recognizes that third-party service providers may introduce cybersecurity risks related to access to certain systems and data. The Company’s cybersecurity processes include documentation of certain third-party service providers’ security postures, with risk-related information recorded in TrustArc or similar internal tracking tools. Where applicable, these processes involve requesting third-party audit reports. Certain third-party relationships, including individual AI licenses and vendors onboarded through non-IT channels, may not be documented or reviewed as part of the Company’s cybersecurity processes.

Where applicable, the Company maintains written contractual provisions requiring third-party service providers to report security incidents. Any information obtained through such reporting may be reviewed and recorded by security personnel. The Company does not routinely provide feedback to third parties on identified risks but may document available security information to facilitate internal awareness.

Risk of Cybersecurity Threats

To date, the Company has not identified a cybersecurity threat in any reporting segment, including as a result of any previous cybersecurity incidents, that has or is reasonably likely to have a current or future material effect on our business strategy, financial condition, results of operations, liquidity, capital expenditures, or capital resources. For more information regarding risks from cybersecurity threats, see “Item 1A - Risk Factors” in this Annual Report, in particular under the caption “Cybersecurity incidents could disrupt our business operations, result in the loss of critical and confidential information, adversely impact our reputation and harm our business.”

Cybersecurity Governance

The Company’s Board of Directors (the “Board”) is aware of the critical nature of managing risks associated with cybersecurity threats and meets regularly to discuss managing risk from cybersecurity threats, among other risks facing the Company. The Board has established oversight mechanisms to manage risks associated with cybersecurity threats.

Board of Directors Oversight

The Board’s Nominating and Corporate Governance Committee is central to the Board’s oversight of cybersecurity risks and bears the primary responsibility for cybersecurity risk oversight. When required, additional information is provided from the IT management from North American Realty and additional staff for each reporting segment for further insight and analysis. The Company is continually monitoring its cybersecurity oversight, strategy and governance for improvement and refinement.

Management’s Role Managing Risk

The Company’s Chief Technology Officer (“CTO”) oversees cybersecurity risks for North American Realty, International Realty, and, as of recently, Other Affiliated Services; provided, however, that cybersecurity risk management for FrameVR.io, which was moved to the North American Realty segment during the first quarter of 2025, is overseen by the Vice President of FrameVR.io, in consultation with the CTO as requested. The CTO provides comprehensive briefings to the Nominating and Corporate Governance Committee on a quarterly basis covering a broad range of topics, including, without limitation:

● Current cybersecurity landscape and emerging threats;

● Status of ongoing cybersecurity initiatives and strategies within his purview;

● Incident reports and learnings from any cybersecurity events; and

● Compliance with regulatory requirements and industry standards.

The CTO receives updates on any significant developments in the cybersecurity domain from North American (excluding FrameVR.io), International Realty, and, recently, Other Affiliated Services which the CTO then reports to the Nominating and Corporate Governance Committee, ensuring the Board’s oversight is proactive and responsive. Personnel from FrameVR.io are empowered to report cybersecurity risk to their respective leaders who may then report to the Nominating and Corporate Governance Committee directly or funnel such reporting to the CEO.

Risk Management Personnel

Primary oversight and responsibility for managing the Company’s cybersecurity risks resides with the CEO. With over 25 years of experience in technology leadership, entrepreneurship, and real estate innovation, his expertise lies in leveraging technology to transform traditional industries, including pioneering the first fully cloud-based real estate brokerage model.

The CEO’s career began in the technology sector, where he founded eShippers.com, an eCommerce and logistics platform that integrated online storefronts with a national fulfillment network. This experience in developing scalable, technology-driven solutions laid the groundwork for his later success in building the Company. His vision for integrating advanced IT systems into real estate has driven eXp Realty’s growth to over 82,000 agents across 24 countries. He holds a degree in Economics and Computer Science from the University of Oklahoma, which supports his ability to align technology initiatives with strategic business goals.

Under the CEO’s leadership, the Company continues to innovate through immersive virtual environments, advanced data systems, and scalable global operations, ensuring its position as a leader in real estate technology.

Accompanying the CEO with the development of the security ecosystem is key personnel at each reporting segment, including:

● North American Realty and International Realty’s Chief Innovation Officer. The person in this role has over 20 years of experience as a technologist, startup founder, and technology executive with expertise in software development, product management, and real estate technology innovation. He holds a Bachelor of Arts from the College of Charleston and has led transformative technology initiatives, including two successful PropTech startup exits.

● North American Realty and International Realty’s Chief Technology Officer. The person in this role has over 20 years of experience leading global technology teams, delivering innovative software solutions, and driving business transformation. He is experienced in building and delivering secure, scalable technology solutions, with a focus on software reliability, data integrity, and secure system architecture. He is also actively expanding his expertise in cybersecurity, focusing on cloud security, threat mitigation, and risk management to strengthen enterprise system protection. He holds a Master of Science in Computer Science and a Bachelor of Engineering in Mechanical Engineering. He also completed a postgraduate degree in AI and machine learning from the University of Texas at Austin.

● North American Realty and International Realty’s Senior Director of Information Security. The person currently in this role has over 25 years of experience managing enterprise level cyber security programs in various industries in addition to having a Bachelor of Science in Information Technology Management and is a Certified Information Security Manager (CISM), along with ITIL and ISO certifications.

● North American Realty and International Realty’s Senior Director of Data Privacy & GRC. The person in this role has over 15 years of experience in data privacy, governance, and compliance, with expertise in managing enterprise-wide privacy programs and mitigating regulatory risks. She holds a Master of Public Administration and a Bachelor of Science in Political Science, both from Kennesaw State University, and is a Certified Information Privacy Manager (CIPM) and Certified Data Privacy Solutions Engineer.

● Vice President, FrameVR.io. The person currently in this role has Master in Education Technology and a decade working at the intersection of collaboration and spatial computing as a developer and technical product manager. They also have general experience working with information security and privacy frameworks such as SOC-2, GDPR, and COPPA. The Vice President of FrameVR.io reports to the CIO.

Monitoring Cybersecurity Incidents

Daily security assessments, alert monitoring, and the management of cybersecurity threats are the responsibility of each reporting segment and each reporting segment deploys an approach that is tailored to their risk environment within the Company and its overall business objectives. Notwithstanding the foregoing, Frame. FrameVR.io is independently responsible for its assessments, alert monitoring, and management of cybersecurity threats. When appropriate, each reporting segment escalates information to the CEO of the Company or CTO to ensure awareness of relevant cybersecurity risks across the reporting segments and to enable required incident management procedures applicable to each reporting segment. The reporting segments and FrameVR.io provide information and analysis to aid in the remediation of cybersecurity incidents.

Reporting to Board of Directors

The CTO, together with reporting segment and FrameVR.io key personnel listed above and with input from the CEO, inform the Nominating and Corporate Governance Committee of relevant material aspects related to cybersecurity risks and threats. This ensures the highest levels of oversight are aware and updated about the cybersecurity posture and potential risks facing the

Company. Furthermore, cybersecurity incidents, strategic risk management decisions, and materiality analysis are escalated to the Board, ensuring that they have comprehensive oversight and can provide guidance on critical cybersecurity issues.

Item 2.

PROPERTIES

~~Our~~The Company leases its principal corporate office isin ~~located~~Bellingham, atWashington. ~~2219~~As ~~Rimland~~of ~~Drive,~~December ~~Suite 301~~31, ~~Bellingham~~2025, ~~Washington~~the ~~and~~Company isalso leased ~~office space. We also lease~~ small ~~office~~offices ~~spaces~~ in avarious ~~number~~jurisdictions ~~of regions in which we operate, in order~~ to ~~comply~~meet ~~with~~ regulatory and licensing requirements ~~within those jurisdictions~~ and, in certain ~~instances~~cases, to provide ~~office~~ space tofor ~~our~~ managing brokers ~~and~~or drop-in ~~space~~use ~~for~~by ~~our~~ agents. InThe ~~some~~Company ofdoes ~~these instances, the managing brokers are financially responsible for a significant portion of the rental expense associated with a leased office space. We generally do~~ not ~~provide office space for the agents other than for drop-in service. We do not~~ own any real property. WeThe ~~believe~~Company ~~that~~believes ~~our~~its leased facilities are adequate tofor ~~meet~~ current ~~needs~~operations and that additional ~~facilities~~space ~~will~~would be available ~~for lease~~ to meet future needs.

Item 3.

LEGAL PROCEEDINGS

The information set forth under “Contingencies” under Note 1413 – Commitments and Contingencies to the consolidated financial statements included in Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report is incorporated herein by reference.

Item 4.

MINE SAFETY DISCLOSURES

Not applicable.

2919

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PART II

Item 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The common stock of eXp is traded on the Nasdaq Global Market under the trading symbol “EXPI”.

~~Trading~~Holders in our common stock quoted on the Nasdaq Global Market is characterized by wide fluctuations in trading prices due to many factors, some of which may have little to do with our Company’s operations or business prospects. We cannot assure investors that there will be a market for our common stock in the future.

~~Holders~~As of ~~Record~~February 17, 2026, the Company had approximately 103,034 stockholders of record.

As of February 10, 2025, we had approximately 116,122 stockholders of record who hold shares of the Company’s common stock. This does not include persons whose stock is in nominee or “street name” accounts through brokers.

Dividends

During ~~2024~~2025, cash dividends paid totaled $30,773. The Board currently intends to continue paying quarterly dividends. However, payment of cash dividends is at the ~~Company’s~~discretion of the Board in accordance with applicable law after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for growth. Under Delaware law, we can only pay dividends either out of ~~Directors~~surplus ~~declared~~or out of the ~~following~~current or the immediately preceding year’s earnings. Therefore, no assurance is given that we will pay any future dividends onto ~~its~~our common ~~stock:~~stockholders, or as to the amount of any such dividends.

Declaration Date	Record Date	Payable Date	Per Share
February 14, 2024	March 8, 2024	March 29, 2024	$0.050
April 24, 2024	May 13, 2024	May 27, 2024	$0.050
July 26, 2024	August 14, 2024	August 30, 2024	$0.050
November 4, 2024	November 18, 2024	December 2, 2024	$0.050

Payment of cash dividends is at the discretion of the Company’s Board of Directors in accordance with applicable law after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for growth. Under Delaware law, we can only pay dividends either out of surplus or out of the current or the immediately preceding year’s earnings. Therefore, no assurance is given that we will pay any future dividends to our common stockholders, or as to the amount of any such dividends.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

WeShare ~~may~~ repurchase ~~shares~~activity ofduring our common stock from time to time at prevailing market prices, depending on market conditions, through open market, privately negotiated transactions, or through a 10b5-1 plan. No date has been established for the ~~completion~~three ofmonths ~~the~~ended ~~share~~December ~~repurchase program and we are not obligated to repurchase any shares; however~~31, ~~the~~2025 ~~Board~~was has limited the Company’s historical and ongoing repurchase program to $1.0 billion in the aggregate, inclusive of associated fees. Subject to applicable corporate securities laws, repurchases may be made at such times and in such amounts as management deems appropriate or in accordance with the terms of the 10b5-1 plan. Repurchases under the program can be discontinued at any time the Board of Directors feels additional repurchases are not warranted. Any shares repurchased under the program are returned to the status of authorized but unissued shares of common stock until retired.follows:

Refer to Note 10 – Stockholders’ Equity to the consolidated financial statements included elsewhere within this Annual Report for more details regarding our stock repurchase program.


Period	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs⁽¹⁾	Approximate dollar value of shares that may yet be purchased under the plans or programs
10/1/2025-10/31/2025	-	$ -	-	$ 243,105,741
11/1/2025-11/30/2025	928,827	10.77	928,827	233,105,769
12/1/2025-12/31/2025	-	-	-	233,105,769
Total	928,827	$ 10.77	928,827

(1) In December 2018, the Company’s Board of Directors approved a stock repurchase program authorizing the Company to purchase its common stock, which has been amended from time to time. Most recently, in June 2023, the Board approved an increase to the total amount of its buyback program from $500.0 million to $1.0 billion. The Company may repurchase shares of our common stock from time to time at prevailing market prices, depending on market conditions, through open market, privately negotiated transactions, or through a 10b5-1 plan. No date has been established for the completion of the share repurchase program and the Company is not obligated to repurchase any shares. Subject to applicable corporate securities laws, repurchases may be made at such times and in such amounts as management deems appropriate or in accordance with the terms of the 10b5-1 plan. Repurchases under the program can be discontinued at any time the Board feels additional repurchases are not warranted. Any shares repurchased under the program are returned to the status of authorized but unissued shares of common stock until retired. The stock repurchase program is more fully disclosed in Note 9 – Stockholders’ Equity to the consolidated financial statements included elsewhere in this Annual Report.

The following table provides information about repurchases of our common stock during the quarter ended December 31, 2024:


Period	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs (1)	Approximate dollar value of shares that may yet be purchased under the plans or programs
10/1/2024-10/31/2024	630,215	$ 13.14	630,215	$ 305,706,069
11/1/2024-11/30/2024	600,792	13.81	600,792	297,424,144
12/1/2024-12/31/2024	655,913	12.69	655,913	289,144,088
Total	1,886,920	$ 13.21	1,886,920

Company Stock Performance

The following graph compares the performance of ~~our~~the Company’s common stock to the Standard & Poor’s (“S&P”) 500 Index, ~~the S&P Homebuilders Select Industry Index~~ and the S&P ~~Internet~~Homebuilders Select Industry Index. byThe ~~assuming~~graph assumes $100 was invested in each investment option as of December 31, ~~2019.~~2020 ~~The S&P 500 Index is a capitalization-weighted index of domestic equities of the largest companies traded on the NYSE~~ and ~~Nasdaq.~~that ~~The S&P Homebuilders Select Industry Index is a diversified group of holdings representing home building~~dividends, ~~building~~if ~~products~~any, ~~home~~were ~~furnishings and home appliances~~reinvested. ~~The~~Past ~~S&P~~stock ~~Internet~~price ~~Select~~performance ~~Industry Index~~ is ~~comprised~~not ofnecessarily ~~U.S.~~indicative ~~equities~~ of ~~internet~~future ~~and~~stock ~~direct~~price ~~marketing retail, internet services and infrastructure and interactive media and services companies~~performance.

Table of Contents


Year	2020	2021	2022	2023	2024	2025
EXPI	$ 100.00	$ 107.00	$ 36.00	$ 50.00	$ 38.00	$ 30.00
S&P 500 Index	100.00	127.00	102.00	127.00	157.00	182.00
S&P Homebuilders Index (XHB)	100.00	150.00	106.00	171.00	189.00	188.00


Year	2019	2020	2021	2022	2023	2024
EXPI	$ 100.00	$ 557.00	$ 596.00	$ 198.00	$ 280.00	$ 211.00
S&P 500 Index	100.00	116.00	148.00	119.00	148.00	182.00
S&P Homebuilders Index (XHB)	100.00	146.00	192.00	137.00	220.00	244.00

Item 6.

[RESERVED]

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL ~~CONDITIONS~~CONDITION AND RESULTS OF OPERATIONS

~~Management’s~~The ~~Discussion~~following ~~and~~discussion ~~Analysis~~should ofbe ~~Financial~~read ~~Condition~~in ~~and~~conjunction ~~Results~~with ofthe ~~Operations~~consolidated ~~(“MD&A”)~~financial isstatements ~~intended~~and toaccompanying ~~inform~~notes ~~the~~included ~~reader~~in ~~about~~Part ~~material~~II, ~~information~~Item ~~relevant~~8 ~~to an assessment~~ of ~~the~~this ~~financial~~Annual ~~condition~~Report. ~~and~~This ~~results~~Item ofgenerally ~~operations~~discusses of2025 ~~eXp~~and ~~World~~2024 ~~Holdings,~~items ~~Inc.~~ and ~~its subsidiaries for the three~~year-to-year ~~period~~comparisons ~~ended~~between ~~December~~2025 ~~31,~~and 2024. ~~The~~Discussions ~~following~~of ~~discussion~~2023 ~~should~~items beand ~~read~~year-to-year ~~together~~comparisons ~~with~~between ~~our~~2024 ~~consolidated financial statements~~ and ~~related~~2023 ~~notes~~are not included, ~~elsewhere~~and ~~within~~can ~~this~~be ~~Annual~~found ~~Report.~~in ~~This~~“Management’s ~~discussion~~Discussion ~~contains~~and ~~forward-looking~~Analysis ~~statements~~of ~~that~~Financial ~~constitute~~Condition ~~our~~and ~~estimates,~~Results ~~plans~~of ~~and~~Operations” ~~beliefs.~~in ~~Our~~Part ~~actual~~II, ~~results~~Item ~~could~~7 ~~differ~~of ~~materially~~the ~~from~~Company’s ~~those~~Annual ~~anticipated~~Report inon ~~these~~Form ~~forward~~10-~~looking~~K ~~statements.~~for ~~See~~the ~~“Forward-Looking~~fiscal ~~Statements”~~year ~~and~~ended ~~“Item 1A. –~~December ~~Risk~~31, ~~Factors”~~2024. ~~included~~All ~~elsewhere~~dollar ~~within~~amounts ~~this~~presented ~~Annual~~below ~~Report~~are ~~for~~in aUSD ~~discussion~~thousands ofexcept ~~certain~~share ~~risks,~~amounts ~~uncertainties~~ and ~~assumptions~~per ~~associated~~share ~~with~~data ~~these~~and ~~statements~~as otherwise noted.

~~This~~2025 ~~MD&A~~Business ~~is divided into the following sections:~~Developments

●The ~~Overview~~Company announces new agent offerings, markets, and business updates at various times during the year. Significant announcements during the year ended December 31, 2025 included the following:

●First ~~Market~~Quarter ~~Conditions and Industry Trends~~2025:

● ~~Segments~~Announced expansion into Peru.

●Second ~~Key~~Quarter ~~Business Metrics~~2025:

● ~~Recent~~Announced ~~Business~~expansion ~~Developments~~into Ecuador and Türkiye.

● ~~Results~~Launched ofLand ~~Operations~~and Ranch Division, empowering agents serving rural, recreational, and agricultural properties.

● ~~Business~~Launched ~~Segment~~the ~~Disclosures~~Co-Sponsor Program, allowing agents to name both a Primary Sponsor and a Co-Sponsor.

~~● Liquidity and Capital Resources~~21

●Table ~~Critical~~of ~~Accounting Policies and Estimates~~Contents

● ~~Non-~~Launched U.S. ~~GAAP~~open-sourced ~~Financial~~Seller ~~Measures~~Advisory: Risks of Limited Market Exposure form.

~~All~~Third ~~dollar~~Quarter ~~amounts are in USD thousands except share amounts and per share data and as otherwise noted.~~2025:

~~OVERVIEW~~● Announced expansion into Japan.

~~eXp~~● isAppointed aJesse ~~diversified~~Hill ~~portfolio~~as ~~of service-based businesses whose operations benefit substantially from utilizing our enabling technology platform. The~~ Chief ~~Operating~~Financial ~~Decision~~Officer ~~Maker~~of ~~(“CODM”)~~eXp ~~manages~~World ~~the~~Holdings, ~~business and allocates resources as three separate operating segments: North American Realty; International Realty; and Other Affiliated Services~~Inc. ~~See additional information in Note 11 –Segment Information to the consolidated financial statements included elsewhere in this Annual Report.~~

~~While~~● weLaunched doCRM ~~not consider acquisitions a critical element~~ of ~~our ongoing business~~Choice, weallowing ~~seek~~agents ~~opportunities~~ to ~~expand~~choose ~~and~~from ~~enhance~~three ~~our~~leading ~~portfolio~~customer ofrelationship ~~solutions~~management platforms.

~~Prior~~Fourth toQuarter 2024, eXp managed and reported its operations in four operating business segments which included, in addition to the current business segments, a Virbela segment covering eXp’s historical application-based Virbela business, which was considered discontinued operations beginning in the first quarter of 2024. The Company completed the disposition of Virbela during the fourth quarter of 2024. All prior period financial statements and segment information have been reclassified to conform to the current reporting structure in this Annual Report. See Note 4 – Discontinued Operations to the consolidated financial statements included elsewhere in this Annual Report for additional information regarding the discontinuation of Virbela.2025:

~~Strategy~~● Announced expansion into Romania and ~~Company-Wide~~the ~~Initiatives~~Netherlands.

~~Our~~● ~~strategy~~Launched isSports ~~to grow organically in the North American~~ and ~~certain~~Entertainment ~~international~~Division, ~~markets~~empowering ~~by increasing our independent agent and broker network. We continue to attract productive real estate~~ agents ~~and~~serving ~~broker~~clients professionals that contribute to our growth; we are also committed to providing agents with the tools to help them grow their business and increase their productivity. Through our technology platform, we strive to achieve customer-focused efficiencies that allow us to increase market share and attain strong returns as we scale our business within the markets in ~~which we operate. By building partnerships and strategically deploying capital, we seek to grow~~ the ~~business~~sports and ~~enter~~entertainment ~~attractive vertical and adjacent markets~~industries.

~~Agent~~● ~~Net~~Appointed ~~Promoter~~Carrie ~~Score~~Lysenko as Chief Technology Officer of eXp Realty and Holly Mabery as Chief Brokerage Officer of eXp Realty.

In● ~~2024~~Launched LYVVETM, ~~we continued to focus on achieving operational excellence and understanding and enhancing~~ the ~~experience~~Company’s ofglobal ~~both~~property ~~our~~search ~~agents~~platform ~~and~~aggregating ~~employees,~~listings ~~which we monitor using agent Net Promoter Score (“aNPS”). NPS is a widely recognized metric for assessing satisfaction~~ and ~~loyalty.~~related ~~NPS~~data isacross ~~calculated~~multiple ~~on a scale ranging from -100 to 100, with scores above 50 considered~~ countries.

32Market Conditions and Industry Trends

~~excellent.~~Our ~~Within~~performance ~~the~~is ~~Company~~closely tied to housing market activity, wewhich ~~utilize~~is ~~aNPS~~influenced toby ~~evaluate~~economic ~~agent~~conditions ~~satisfaction.~~such Inas ~~2024~~employment, ~~the~~consumer ~~Company~~confidence, ~~achieved~~mortgage anavailability, ~~aNPS~~interest rates, and the balance of 76supply ~~for~~and ~~the~~demand. ~~year~~Periods of economic growth and 77lower ininterest ~~the~~rates ~~fourth~~generally ~~quarter~~support higher home sales activity, ~~reflecting~~while ~~strong~~rising ~~agent~~rates, ~~alignment~~affordability ~~with~~constraints, ~~our~~or ~~mission~~broader economic slowdowns may reduce transaction volumes and ~~values~~pricing. Regulatory developments, geopolitical events, and shifts in consumer sentiment can also affect housing demand.

~~The~~In ~~NPS~~2025, ~~process~~U.S. ishome ansales ~~important~~were ~~vehicle~~relatively ~~for~~flat ~~delivering~~compared ~~our~~to ~~core~~2024, ~~values~~and ofhome ~~transparency.~~sales ~~While~~prices weincreased ~~strive for high satisfaction~~1.7%, itaccording ~~is equally important~~ to ~~investigate~~the ~~a low or unfavorable trend of NPS~~NAR. AsInventory ~~NPS~~levels ~~scores~~remain ~~are~~constrained, ~~often leading indicators to agents~~ and ~~employees’~~new ~~future~~housing ~~actions,~~construction weactivity ~~can~~decreased ~~learn~~during ~~quickly~~the ~~what may be a ‘pain point’ or program that is not meeting its desired objective~~year. WeThese ~~then~~conditions ~~take~~may ~~that~~continue ~~information and translate it into action with an effort~~ to ~~remediate~~limit ~~the~~transaction ~~specific~~volumes ~~root~~in ~~cause(s) driving~~ the ~~lower~~near ~~score~~term.

~~During~~Despite ~~2024~~these challenges, we ~~remained~~believe ~~focused~~the onCompany ~~empowering~~is ~~our~~positioned ~~agents,~~for ~~increasing~~growth ~~their~~with ~~productivity,~~a ~~and maintaining~~ strong ~~engagement~~base ~~through~~of ~~these~~agents, ~~and~~an ~~other~~efficient ~~agent~~cloud-~~centric~~based ~~initiatives.~~operating ~~Other~~model, ~~agent-centric~~and ~~initiatives~~low ~~include~~fixed ~~our~~costs. ~~improved~~This ~~agent~~structure ~~eXpert~~allows ~~Care~~us ~~Desk,~~to ~~which~~adapt ~~was~~quickly ~~expanded~~to ~~globally~~market ~~with~~changes ~~multi-language~~while ~~capabilities,~~supporting ~~enhanced~~long-term ~~agent~~productivity ~~mentor/mentee offerings~~ and ~~improved performance tracking and management~~retention.

~~Additionally,~~Key inBusiness response to industry changes in response to US antitrust lawsuits, the Company led the industry by introducing new listing agreements and buyer representation forms for its agents and the industry. These programs and efforts underscore our commitment to fostering agent success by lowering barriers, increasing earning opportunities, and creating a collaborative, growth-oriented environment. By continually evolving to meet the needs of our agents and employees, the Company remains well-positioned to continue to drive growth.Metrics

Revenue Share Plan

A key component of our capital deployment strategy is our Sustainable Revenue Share Plan (the “Revenue Share Plan”), whereby we pay real estate professionals affiliated with the Company a portion of eXp Realty’s commission for their contribution to Company growth. We launched the Revenue Share Plan when the Company was in its infancy as a competitive differentiator that has since disrupted the residential real estate brokerage model. Participants in the Revenue Share Plan are eligible to receive additional income from the Company’s closed real estate transactions based on the participant’s number of frontline qualifying active (“FLQA”) agents and their downline agents. An FLQA agent is an agent or broker whom a participant (“sponsor”) has personally attracted to the Company and who has met specific real estate transaction volume requirements. Revenue share is paid to the sponsor from the commission earned by the Company on transactions closed by the sponsor’s FLQAs and their downline agents. Additionally, all sponsors must adhere to eXp’s policies and procedures and may not, among other things: (i) take actions that result in criminal liability; (ii) engage in activities constituting harassment; or (iii) interfere with, coerce, or otherwise unethically convince a prospective or current agent’s choice of sponsorship declaration.

The supplementary income distributed to the sponsor under the Revenue Share Plan is exclusively derived from the Company's portion of the transaction commission. Revenue Share supplemental income is not earned on transactions for which the Company does not receive a commission (e.g., when an FLQA has reached the maximum brokerage contribution threshold (i.e., has “capped”) and earns 100% of commission on its closed transactions). The Revenue Share Plan does not impact or reduce the commission earned by the FLQA on the transaction. The Company’s costs incurred under the Revenue Share Plan are included as commissions and other agent-related costs in the consolidated statements of comprehensive income.

The Revenue Share Plan is integral to our growth strategy, fostering a collaborative brokerage that aligns with our core values of sustainability and collaborative success. Regular evaluations are conducted to ensure the plan’s continued alignment with the Company's overarching objectives and for regulatory compliance.

We believed our Revenue Share Plan was crucial in attracting and retaining agents and teams, especially during a period marked by ongoing market contraction, due to lower transaction volumes and higher mortgage rates, and increased agent attrition from the industry. To further counter these challenges in 2024, we instituted a series of significant enhancements to certain new agent revenue programs, including the ICON Incentive Program and the Revenue Share Capping Incentive Program. Further, in 2024, we introduced REVenue Share 2.0, which simplified the earnings calculations and provided the agents with the ability to receive their revenue share payment instantly, for a small fee. These programs were designed to enhance agent earning potential and allow more instant access to earnings.

Agent Stock Ownership

In addition to utilizing aNPS and building programs based on our agents’ feedback, the Company fosters a culture of agent stock ownership through its Agent Growth Incentive Program (“AGIP”) and Agent Equity Program (“AEP”). Both stock programs align agents’ and brokers’ success with the Company’s performance. Under AGIP, agents and brokers can earn awards of the Company’s common stock by achieving production and agent attraction benchmarks, reinforcing their stake in the Company’s growth and success. The AEP further strengthens this ownership culture by allowing agents and brokers in participating jurisdictions to elect to receive 5% of their commission in Company common stock at a discounted market price. This program not only incentivizes participation but also underscores our commitment to attracting and retaining independent agents and brokers who are invested in the Company’s long-term success.

Together, these programs are integral to our operational strategy, creating a community of stockholder-agents whose interests are aligned with the Company’s performance. While these initiatives contribute significantly to our commission structure and operating results, they are key to building a scalable, collaborative model that drives sustainable growth.

Additional information for our AGIP and AEP programs are more fully disclosed in Note 10 – Stockholders’ Equity to the consolidated financial statements included elsewhere in this Annual Report.

Operational Excellence

In addition to agent-focused efforts, we realized substantial cost savings from initiatives implemented in 2023 and continued to optimize our operating costs to align with revenue trends in 2024. Such initiatives included changing the annual in-person shareholders’ meeting to a virtual meeting, continuing to streamline our support organization, moving to a more decentralized, self-empowered frontline staff framework, deploying a seasonal flex offshore resource program for improved supply and demand alignment, and expanding our eXpert care level 1 support desk to include multi-language capabilities and beginning to leverage AI for mentor pairing, document reviews, and staff assistants. Finally, we have migrated to our proprietary web-based metaverse (Frame VR.io) virtual workspace for both staff and agents with over 2 million visits in 2024.

MARKET CONDITIONS AND INDUSTRY TRENDS

Our business is dependent on the volume of home sales transactions and prices, which can vary based on economic conditions within the markets for which we operate. Changes in these conditions can have a positive or negative impact on our business. Key economic factors influencing housing markets include economic growth, inflation, interest rates, unemployment, consumer confidence, mortgage availability, and the balance of supply and demand.

In periods of economic growth, rising consumer confidence and lower interest rates, demand typically increases resulting in higher home sales transactions and home sales prices. Conversely, in periods of economic recession, declining consumer confidence and higher interest rates, demand typically decreases, resulting in lower home sales transactions and home sale prices. Additionally, regulations imposed by local, state and federal government agencies and geopolitical instability can also negatively impact the housing markets in which we operate.

In 2024, the U.S. residential existing home sales market decreased 0.7% from 2023, according to preliminary data from the National Association of Realtors (“NAR”). NAR reported that the preliminary pending home sales index decreased 5.0% in December 2024 compared to December 2023 and decreased 2.7% for the full-year ended December 31, 2024, compared to the full-year of 2023. The pending home sales index measures housing contract activity and is based on signed real estate contracts for existing single-family homes and condos.

The Company believes that it remains well positioned for growth in the current economic climate. Despite the challenges of the current housing market, we have a strong base of agent support, which should drive organic market share growth, retention and productivity. Additionally, our efficient operating model, driven by our cloud-based platform and lack of brick-and-mortar locations, allows us to adapt swiftly to market changes while maintaining lower fixed costs.

We are confident in our ability to leverage our low-cost, high-engagement model. This approach affords agents and brokers increased income and ownership opportunities while offering a scalable and resilient solution to independent brokerage owners seeking to succeed amid economic fluctuations.

National Housing Inventory

In 2024, the continued relatively higher mortgage rates and higher home prices have caused inventory levels, as measured in months of supply, to rise. According to NAR, preliminary inventory of existing homes for sale in the U.S. was 1.2 million or 3.3 months at December 31, 2024, compared to 990,000 or 3.1 months at December 31, 2023.

According to preliminary data from the United States Census Bureau, new construction housing starts decreased by 4.4% in 2024, compared to 2023 and new construction housing completions decreased 0.8% in 2024 on a seasonally adjusted annual rate compared to 2023.

Mortgage Rates

Persistently high mortgage rates continue to negatively impact the demand for homebuying. Based on Freddie Mac data, the average rate for a 30-year, conventional fixed-rate mortgage was 6.85% in December 2024 compared to 6.61% in December 2023.

Housing Affordability Index

According to preliminary data from NAR, the composite housing affordability index decreased to 99.0 for November 2024 from 100.5 for December 2023. As home prices and interest rates have increased, the housing affordability index has become unfavorable. When the index is above 100, it indicates that a family earning the median income has sufficient income to purchase

a median-priced home, assuming a 20 percent down payment and ability to qualify for a mortgage. The unfavorable housing affordability index is due to increased mortgage rate conditions and higher average home prices driven by inventory levels.

Existing Home Sales Transactions and Prices

According to preliminary data from NAR, existing home sale transactions for the year ended December 2024 decreased 0.7% to 4.06 million compared to 4.09 million for the year ended December 2023.

According to preliminary data from NAR, nationwide existing home sales average price for December 2024 was $404,400, up 6% from $381,400 in December 2023. For full-year 2024 (preliminary) the nationwide existing home sales average price was $407,500, up 4.7% from $389,300 for full-year 2023.

SEGMENTS

The Company has three operating and reportable segments as follows: North American Realty, International Realty and Other Affiliated Services. We report corporate expenses, as further detailed below, as “Corporate expenses and other.” All segments follow the same basis of presentation and accounting policies. See Note 2 - Summary of Significant Accounting Policies to the consolidated financial statements included elsewhere in this Annual Report for additional information about the Company’s significant accounting policies.

Corporate expenses include costs incurred to operate eXp World Holdings, Inc., including expenses incurred in connection with strategic resources provided to the agents, as well as certain other centrally managed expenses that are not allocated to the operating segments, including administrative, brokerage operations and legal functions.

The CODM uses Adjusted Segment EBITDA as a key metric to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions and allocate resources.

The following discussion focuses on the operating performance of the Company for the years ended December 31, 2024, 2023, and 2022 and the financial condition of the Company as of December 31, 2024 and 2023.

KEY BUSINESS METRICS

Management uses our results of operations, financial condition, cash flows and key business metrics related to our business and industry to evaluate our performance and make strategic decisions.

The following table outlines the key business metrics that we periodically review to track the Company’s performance:


	Year Ended December 31,
	~~2024~~2025	~~2023~~2024	~~2022~~2023

Performance:
Agent NPS	7675	7376	7173
Agent count	8283,~~980~~060	8782,~~515~~980	8687,~~203~~515
Real estate sales transactions	~~434~~440,~~165~~163	~~422~~434,~~772~~165	~~460~~422,~~150~~772
Real estate sales volume	$ 185,170,695	$ 169,202,948	$ 187,252,204
Real estate sales volume(2)	$ 194,038,232	$ 185,170,695	$ 169,202,948
Other real estate transactions	8480,~~524~~468	7184,~~636~~524	5171,~~709~~636
Real estate per transaction cost	$ ~~559~~624	$ ~~573~~559	$ ~~581~~573
Revenues	$ 4,567,672	$ 4,273,821	$ 4,589,676
Revenues(2)	$ 4,772,311	$ 4,567,672	$ 4,273,821
Operating (loss) profit	($ 18,994)	$ 522	$ 16,357
Gross profit(2)	$ 333,578	$ 342,395	$ 319,924
Adjusted EBITDA(1)	$ 75,483	$ 65,328	$ 71,498
Operating income (loss)(2)	($ 21,466)	($ 18,994)	$ 522
Consolidated adjusted EBITDA(1)(2)	$ 33,172	$ 75,483	$ 65,328

(1) ~~Adjusted~~Consolidated adjusted EBITDA is not a measurement of our financial performance under U.S. GAAP and should not be considered as an alternative to net income, operating income, or any other measures derived in accordance with U.S. GAAP. For a definition of ~~Adjusted~~consolidated adjusted EBITDA and a reconciliation of ~~Adjusted~~consolidated adjusted EBITDA to net income (loss) ~~income~~, and a discussion of why we believe ~~Adjusted~~consolidated adjusted EBITDA is useful to investors, see “Non-U.S. GAAP Financial Measures”.

~~Agent~~(2) ~~Net~~Dollar ~~Promoter~~amounts ~~Score~~are ~~(aNPS)~~presented in thousands

aNPS is a scale-based measure of customer satisfaction and an aNPS above 50 is considered excellent. aNPS plays a crucial role in attracting and retaining agents and teams, especially during a period marked by ongoing market contraction, due to lower transaction volumes and higher mortgage rates, and increased agent attrition from the industry. 22

~~The~~Table ~~Company’s~~of aNPS improved to 76 in 2024 compared to 73 in 2023. Despite the challenging market conditions, aNPS improved due to significant investments in brokerage operations and enhancements to agent revenue programs, including ICON Incentive Program, the Revenue Share Capping Incentive Program, and REVenue Share 2.0.Contents

Agent Net Promoter Score (“aNPS”)

aNPS is a scale-based measure of customer satisfaction and an aNPS above 50 is considered excellent. aNPS plays a crucial role in attracting and retaining agents and teams. Despite the challenging market conditions, aNPS was relatively flat, when compared to the prior year, and the Company continues to provide enhancements to agent programs and offerings, including the Co-Sponsor Program, CRM of Choice, and the launch of new specialized divisions.

Agent Count

35The number of agents was relatively flat in 2025 compared to 2024. The Company continues to attract and retain productive agents through the execution of its growth strategies and the end-to-end suite of services the Company offers its agents.

One of our key strengths is continuing to attract and retain productive real estate agent and broker professionals that contribute to our growth. We are also committed to providing agents with the tools to help them grow their business and increase their productivity. The rate of growth of our agent and broker base is difficult to predict and is subject to many factors outside of our control, including actions taken by our competitors and macroeconomic factors affecting the real estate industry in general including interest rates, declining transaction volume in the U.S., and industry practice changes.

The number of agents declined (5.2)% in 2024, compared to 2023, as we continue to off board less productive agents. However, we have attracted and retained productive agents in the United States and Canada through the execution of our growth strategies and the end-to-end suite of services we offer our agents.

Real Estate Sales Transactions and Sales Volume

Real estate sales transactions are based on the side (buyer or seller) of each real estate transaction and are recorded when our agents and brokers represent buyers or sellers in the purchase or sale, respectively, of a home., ~~The~~from ~~number~~which ofthe ~~real~~Company ~~estate~~earns ~~transactions~~brokerage iscommissions ~~a key driver of our revenue~~ and ~~profitability~~related fees. Transaction volume represents the total sales value for all transactions and is influenced by several market factors, including, but not limited to, the pricing and quality of our services and market conditions that affect home sales, such as macroeconomic factors, economic growth, local inventory levels, mortgage interest rates, and seasonality.

Real estate sales transactions increased ~~2.7~~1% induring ~~2024,~~2025 compared to ~~2023~~2024, primarily driven by increased sales ~~volume~~transactions in Canada and in our international markets. Real estate sales volume increased ~~9.4~~5% in ~~2024,~~2025 compared to ~~2023~~2024 driven by increased sales prices in North America and in our international markets, and to a lesser extent, increased transactions.

Other real estate transactions

Other real estate transactions are recorded for leases, rentals and referrals that are undertaken by ~~our~~the Company’s agents and brokers.

Other real estate transactions ~~increased~~decreased ~~18%~~during in2025 ~~2024,~~ compared to ~~2023~~2024. The ~~increase~~decrease in other real estate transactions was primarily driven by ~~higher~~changes ~~mortgage~~in ~~rates~~the ~~and~~rental ~~affordability challenges shifting demand toward rentals~~market, ~~strategic expansion of our referral network~~ and ~~leasing~~shift ~~services,~~in ~~enhanced~~mix ~~agent~~toward ~~productivity~~real ~~through~~estate ~~training and technology improvements~~sales.

Real estate per transaction cost

Real estate per transaction cost is measured as selling, general and administrative, sales and marketing and technology and development expenses in North American Realty and International Realty segments, divided by total transactions (real estate sales transactions and other real estate transactions).

Real estate per transaction cost ~~decreased~~increased ~~(2.6)%~~during in2025 ~~2024,~~ compared to ~~2023~~2024, primarily due to ~~lower costs attributable to cost containment initiatives~~employee-related, ~~partially~~technology ~~offset~~and by legal expenses ~~related to the antitrust lawsuits~~.

Revenues

Revenues represent the commission revenue earned by the Company for closed brokerage real estate transactions.

Revenues increased ~~6.9%~~during in2025 ~~2024,~~ compared to ~~2023~~2024, primarily driven by increased home sale prices in the U.S., and ~~higher~~increased sales transactions in Canada and international markets.

~~Revenues~~Gross decreased (6.9)% in 2023, compared to 2022. Revenues decreased in 2023 primarily because of lower volume of real estate brokerage commissions, which is attributable to a decrease of overall real estate transactions and lower home sales prices in our markets, partially offset by growth in our agent base, compared to 2022.Profit

~~Operating~~Gross ~~(Loss)~~profit ~~Profit~~decreased in 2025 when compared to 2024, reflecting revenue growth, offset by increased agent capping and lower agent fees.

~~The~~Operating ~~operating~~Income (~~loss~~Loss) profit decreased ($19.5) million in 2024, compared to 2023. Operating (loss) profit in 2024 includes $34.0 million related to litigation contingency accrual and $4.9 million of impairment expense Operating profit, excluding the litigation contingency accrual and the impairment expense in 2024 improved substantially due to increased revenue, net of agent commissions and other agent-related costs and lower operating costs, partially offset by legal expenses related to the antitrust lawsuits.

~~Our~~Operating ~~operating~~income ~~profit decreased~~ (~~$15.8~~loss) ~~million~~increased in ~~2023~~2025, when compared to ~~2022~~2024, due to aincreased ~~decrease~~legal inexpenses ~~revenues~~and ~~partially~~accruals, ~~offset~~employee-related byand aother ~~decrease~~operating inexpenses, ~~operating~~including expenses to support our continued technology improvements. Operating income (loss) in 2024 includes $34.0 million related to litigation contingency accrual and $4.9 million of impairment expense.

Consolidated Adjusted EBITDA

Management reviews ~~Adjusted~~consolidated adjusted EBITDA, which is a non-U.S. GAAP financial measure, to understand and evaluate our core operating performance. Consolidated adjusted EBITDA decreased by $42.3 million in 2025, compared to 2024. The decrease in consolidated adjusted EBITDA reflects a decrease in operating results related to increased agent capping and lower agent fees, as well as increased employee-related, technology and legal expenses, which more than offset increased revenues.

3623

~~Adjusted~~Table ~~EBITDA~~of increased $10.2 million in 2024, compared to 2023. The improvement in Adjusted EBITDA reflects increased revenues, partially offset by legal expenses related to antitrust lawsuits and higher operating costs. Contents

~~Adjusted~~Consolidated ~~EBITDA~~Operating ~~decreased ($6.2) million in 2023, compared to 2022, which reflects lower revenues, partially offset by lower operating costs.~~Performance

RECENT BUSINESS DEVELOPMENTS


	Year Ended December 31, 2025	Year Ended December 31, 2024	Change 2025 vs. 2024
Statement of Operations Data:
Revenues	$ 4,772,311	$ 4,567,672	4%
Commissions and other agent-related costs	4,438,733	4,225,277	5%
Gross profit	333,578	342,395	(3)%
Operating expenses
General and administrative expenses	274,871	252,369	9%
Technology and development expenses	69,618	58,182	20%
Sales and marketing expenses	10,555	11,908	(11)%
Impairment expense	-	4,930	(100)%
Litigation contingency	-	34,000	(100)%
Total operating expenses	355,044	361,389	(2)%
Operating income (loss)	(21,466)	(18,994)	(13)%
Other (income) expense
Other (income) expense, net	(1,513)	(4,445)	66%
Equity in (income) losses of unconsolidated affiliates	281	1,168	(76)%
Total other (income) expense, net	(1,232)	(3,277)	62%
Income (loss) before income tax expense	(20,234)	(15,717)	(29)%
Income tax (benefit) expense	2,480	1,071	132%
Net income (loss) from continuing operations	(22,714)	(16,788)	(35)%
Net income (loss) from discontinued operations	-	(4,479)	100%
Net income (loss)	(22,714)	(21,267)	(7)%

~~North~~Commissions ~~American~~and ~~Realty~~Other ~~Initiatives~~Agent-Related Costs

~~The~~Commissions ~~Company continues to focus on growth in the United States~~ and ~~Canada~~other ~~by attracting and retaining top~~agent-~~producing~~related ~~agents~~costs ~~while~~increased ~~providing~~5% ~~growth~~primarily ~~opportunities~~because ~~and support for agents at all stages~~ of ~~their careers. During 2024,~~ the ~~Company~~increase ~~introduced~~in ~~various~~real ~~agent-focused~~estate ~~initiatives~~transactions and ~~incentive~~increased ~~programs~~home ~~designed~~sales toprices, ~~enhance~~as ~~agent~~well ~~earning~~as ~~potential~~increased ~~and~~agent tocapping. ~~attract~~Commissions ~~culturally aligned agents, teams~~ and ~~independent~~other ~~brokerages~~agent-related tocosts ~~the Company. These programs~~ include ~~the~~sales ~~ICON Incentive Program~~commissions, ~~the~~revenue ~~Revenue~~share ~~Share Capping Incentive Program,~~ and ~~REVenue~~stock-based ~~Share~~compensation ~~2.0,~~paid ~~which offer unique financial incentives by lowering barriers~~ to ~~entry,~~the ~~facilitating~~Company’s ~~seamless transitions to eXp, and rewarding~~ agents ~~for contributing to growth~~.

~~Additionally,~~General ~~the Company launched new ancillary programs~~ and ~~services~~Administrative to support the development and success of its agents, brokers, and clients. These initiatives include eXp Elevate Coaching, Global Agent Referral Platform, eXp Commercial Groups, new on-demand eXp University courses including the Fast Cap Training Program and Fast Start Series, and affiliate relationships with Sisu and Canva. In 2024, the Company acquired the assets of LUXVT to enhance our eXp Luxury agent program, which experienced continued growth throughout the year.Expenses

~~International~~General ~~Realty~~and ~~Initiatives~~administrative expenses increased 9% due to increased employee-related expenses, including severance and increased legal expenses and accruals, and increased costs in agent-related seminars and conferences. General and administrative expenses include costs related to wages, employee stock compensation, and other general overhead expenses.

WeTechnology have operations in the U.K., Australia, France, India, Mexico, Portugal, South Africa, Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama, Germany, the Dominican Republic, Greece, New Zealand, Chile, Poland and ~~Dubai.~~Development During 2024, the Company announced plans to expand into Türkiye, Peru and Egypt, currently expected to be launched in 2025. The Company continues to pursue growth opportunities and increase market share in the countries where operations began in recent years. The Company has focused on increasing productivity throughout our international entities. Our operations in the U.K, South Africa, and France in particular are experiencing meaningful agent and transaction growth. During 2024, we launched the Global Agent Referral Program, which is designed to simplify and accelerate the real estate referral process and is part of our expansive set of innovative tools to empower our agents worldwide to effortlessly connect and collaborate, contributing to a robust and interconnected global marketplace.Expenses

~~Other~~Technology ~~Affiliated~~and ~~Services~~development expenses increased 20%, primarily due to increased technology expenses related to continued improvements in our technology offerings to our agents. These expenses include employee-related costs and other expenses related to the maintenance and development of the technology used by both the Company’s agents and employees.

InSales ~~2024, the Company strategically realigned its affiliated services to better meet the evolving needs of agents, brokers,~~ and ~~customers.~~Marketing In response to the increasing demand for mobile and web-accessible platforms, the Company fully transitioned to FrameVR.io, our web-based immersive 3D platform that facilitates seamless virtual collaboration without the need for extensive hardware or software installations. FrameVR.io enhances accessibility and user experience, aligning with our commitment to innovation. After December 31, 2024, the Company’s CODM began managing the FrameVR.io business as part of the North American Realty segment. As a result, in the first quarter of 2025, the Company reclassified FrameVR.io from the Other Affiliated Services segment to the North American Realty segment to align with this change in management approach.Expenses

~~SUCCESS®~~Sales ~~Enterprises LLC (“SUCCESS”) continued to empower personal~~ and ~~professional~~marketing ~~development~~expenses ~~through~~decreased ~~its~~(11)% ~~diverse~~in ~~multi-media~~2025 ~~properties,~~compared ~~including~~to SUCCESS® magazine, SUCCESS.com, newsletters, podcasts, and the SUCCESS® speakers bureau. The print magazine industry has experienced significant disruptions over the last several years, driven by technological advancements, evolving consumer preferences and economic pressures. In September 2024, wedue ~~launched~~to ~~SUCCESS+™,~~decreased anlead ~~all-inclusive~~capture ~~subscription model powered by AI-driven coaching~~ and ~~DISC~~advertising ~~assessments,~~expenses ~~offering personalized learning experiences to our community. The organization continues to invest~~ in ~~robust~~the ~~sales~~residential ~~and~~real ~~marketing~~estate ~~initiatives, with a focus on expanding membership, subscribers, and clients across diverse industries and global sectors~~market.

37Other (Income) Expense, Net

~~RESULTS~~Other OF(income) ~~OPERATIONS~~expense, net increased 62% primarily due to lower interest income and increased other expenses. Other (income) expense, net includes interest income earned on cash and cash equivalents, and (earnings) losses related to equity investments.

~~Year~~Income ~~ended~~Tax ~~December~~(Benefit) ~~31, 2024 vs. Year ended December 31, 2023~~Expense


	Year Ended	Year Ended	Change2024 vs. 2023
	December 31, 2024	December 31, 2023	$	%

Statement of Operations Data:
Revenues	$ 4,567,672	$ 4,273,821	$ 293,851	7%
Operating expenses
Commissions and other agent-related costs	4,225,277	3,953,897	271,380	7%
General and administrative expenses	252,369	247,799	4,570	2%
Technology and development expenses	58,182	59,547	(1,365)	(2)%
Sales and marketing expenses	11,908	12,056	(148)	(1)%
Impairment expense	4,930	-	4,930	-%
Litigation contingency	34,000	-	34,000	-%
Total operating expenses	4,586,666	4,273,299	313,367	7%
Operating (loss) income	(18,994)	522	(19,516)	(3,739)%
Other (income) expense
Total other (income) expense, net	(4,445)	(4,383)	(62)	(1)%
Equity in losses of unconsolidated affiliates	1,168	1,388	(220)	(16)%
Total other (income) expense, net	(3,277)	(2,995)	(282)	(9)%
(Loss) income before income tax expense	(15,717)	3,517	(19,234)	(547)%
Income tax (benefit) expense	1,071	(16)	1,087	(6,794)%
Net (loss) income from continuing operations	(16,788)	3,533	(20,321)	(575)%
Adjusted EBITDA (1)	$ 75,483	$ 65,328	$ 10,155	16%

The increase in income tax (benefit) expense was primarily attributable to the decrease in research and development (“R&D”) credit generation in the current year.

~~(1)~~Refer ~~Adjusted~~to ~~EBITDA~~Critical isAccounting ~~not~~Policies aand ~~measurement~~Estimates ofwithin ~~our~~the ~~financial~~MD&A ~~performance under U.S. GAAP~~ and ~~should~~Note ~~not~~12 be- ~~considered~~Income asTaxes ~~an alternative~~ to ~~net~~the ~~income,~~consolidated ~~operating~~financial ~~income,~~statements orincluded ~~any~~elsewhere ~~other measures derived~~ in ~~accordance~~this ~~with~~Annual ~~U.S.~~Report ~~GAAP.~~for ~~For~~further ~~a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, and why we believe Adjusted EBITDA is useful to investors see “Non-U~~information.~~S. GAAP Financial Measures”.~~


			Change2024 vs. 2023
	December 31, 2024	December 31, 2023	$	%

Revenues	$ 4,567,672	$ 4,273,821	$ 293,851	7%

Segment Operating Performance

~~Total~~The ~~revenues~~Company ~~increased~~has 7%three ~~due~~operating toand ~~higher~~reportable ~~home~~segments ~~sales~~as ~~prices~~follows: ~~and~~North anAmerican ~~increase~~Realty, inInternational ~~real~~Realty ~~estate~~and ~~transactions~~Other inAffiliated ~~2024,~~Services. ~~driven~~We byreport ~~improved~~corporate ~~agent~~expenses, ~~productivity~~as ~~and~~further ~~increased~~detailed ~~international~~below, ~~production~~as in“Corporate ~~previously~~expenses ~~launched~~and ~~markets~~other.” All segments


			Change2024 vs. 2023
	December 31, 2024	December 31, 2023	$	%

Commissions and other agent-related costs	$ 4,225,277	$ 3,953,897	$ 271,380	7%

~~Commissions~~Table ~~and other agent-related costs increased 7% primarily because~~ of the increase in real estate transactions and increased home sales prices. Commissions and other agent-related costs include sales commissions, revenue share and stock-based compensation paid to our agents.Contents


			Change2024 vs. 2023
	December 31, 2024	December 31, 2023	$	%

General and administrative expenses	$ 252,369	$ 247,799	$ 4,570	2%

follow the same basis of presentation and accounting policies. See Note 2 - Summary of Significant Accounting Policies to the consolidated financial statements included elsewhere in this Annual Report for additional information about the Company’s significant accounting policies.

~~General~~See ~~and~~Note ~~administrative~~10 ~~expenses~~– ~~increased~~Segment 2%Information ~~due~~ to ~~increased~~the ~~employee-related~~consolidated ~~expenses~~financial ~~and~~statements ~~increased~~included ~~legal~~elsewhere ~~expenses~~in ~~related~~this toAnnual ~~the~~Report ~~antitrust~~for ~~lawsuits,~~additional ~~partially~~information ~~offset~~regarding ~~by lower costs related to~~ the ~~shareholders~~Company’s ~~summit~~business insegments. ~~2024,~~The ~~because~~following ittable ~~was~~reflects ~~conducted~~the ~~virtually,~~results ~~and~~of ~~lower~~each ~~eXpcon~~of ~~costs.~~the ~~General~~Company’s ~~and~~reportable ~~administrative~~segments ~~expenses~~for ~~include~~2025 ~~costs related to wages, employee stock compensation,~~ and ~~other general overhead expenses.~~2024:


	December 31, 2025	December 31, 2024	Change 2025 vs. 2024

Statement of Operations Data:
Revenues
North American Realty	$ 4,624,913	$ 4,478,293	3%
International Realty	146,930	88,146	67%
Other Affiliated Services	2,873	6,105	(53)%
Corporate expenses and other	(2,405)	(4,872)	51%
Total Consolidated Revenues	$ 4,772,311	$ 4,567,672	4%

Segment Adjusted EBITDA⁽¹⁾
North American Realty	$ 59,753	$ 99,253	(40)%
International Realty	(9,933)	(9,481)	(5)%
Other Affiliated Services	(5,804)	(4,876)	(19)%
Corporate expenses and other	(10,844)	(9,413)	(15)%
Total Segment Adjusted EBITDA⁽¹⁾	$ 33,172	$ 75,483	(56)%

Operating Income (Loss)
North American Realty	$ 9,322	$ 16,468	(43)%
International Realty	(11,674)	(10,492)	(11)%
Other Affiliated Services	(6,153)	(11,615)	47%
Corporate expenses and other	(12,961)	(13,355)	3%
Total Consolidated Operating Income (Loss)	($ 21,466)	($ 18,994)	(13)%

38(1) Segment adjusted EBITDA is not a measurement of our financial performance under U.S. GAAP and should not be considered as an alternative to net income, operating income, or any other measures derived in accordance with U.S. GAAP. For a definition of segment adjusted EBITDA and a reconciliation of segment adjusted EBITDA to net income, and a discussion of why we believe segment adjusted EBITDA is useful to investors, see “Non-U.S. GAAP Financial Measures”. Management evaluates the operating results of each of its reportable segments based upon revenue, Segment adjusted EBITDA and operating income (loss). Segment adjusted EBITDA is defined by us as net income before depreciation and amortization, interest expense, income taxes, stock compensation expense, stock option expense, and other items that are not core to the operating activities of the Company. The Company’s presentation of segment adjusted EBITDA may not be comparable to similar measures used by other companies.


			Change2024 vs. 2023
	December 31, 2024	December 31, 2023	$	%

Technology and development expenses	$ 58,182	$ 59,547	($ 1,365)	(2)%

North American Realty revenue increased 3% during 2025 compared to 2024 primarily due to an increase in home sale prices in the U.S. and in overall real estate transactions in Canada, and improved agent productivity, partially offset by reductions in the Company’s agent base. North American Realty adjusted EBITDA as well as operating income (loss) decreased during 2025 compared to 2024 due to increased commissions and other agent-related costs as a result of increased capping and lower agent fees, as well as increased operating costs, including employee-related, technology and legal expenses.

~~Technology~~International ~~and~~Realty ~~development~~revenue ~~expenses~~increased ~~decreased (2)~~67%, during 2025 compared to 2024 primarily due to ~~higher~~increased ~~capitalized~~real ~~technology~~estate ~~investments.~~transactions ~~These~~driven ~~expenses~~by ~~include~~increased ~~employee-related~~productivity ~~costs~~in ~~and~~previously ~~other~~launched ~~expenses~~markets, ~~related~~as towell as the ~~maintenance~~strategic ~~and~~launch ~~development~~ of ~~the~~several ~~technology~~new ~~used~~markets byduring ~~both~~the ~~our~~year. ~~agents~~International Realty adjusted EBITDA and ~~our~~operating ~~employees~~income (loss) reflect the higher costs of entering new countries.


			Change2024 vs. 2023
	December 31, 2024	December 31, 2023	$	%

Sales and marketing expenses	$ 11,908	$ 12,056	($ 148)	(1)%

Other Affiliated Services revenue decreased (53)% during 2025 compared to 2024 due to lower SUCCESS® Magazine revenues. Other Affiliated Services adjusted EBITDA decreased due to lower revenues and increased costs, including severance costs. Operating income (loss) in 2024 includes $4.9 million of impairment expenses.

~~Sales~~Corporate ~~and marketing~~ expenses ~~decreased~~and ~~(1)%~~other incontain ~~2024~~the ~~compared~~costs toincurred ~~2023 due~~ to ~~decreased~~operate ~~advertising in~~ the ~~U.S.~~corporate ~~and~~parent ~~Canada~~of ~~residential~~eXp ~~real estate market~~Realty.


			Change2024 vs. 2023
	December 31, 2024	December 31, 2023	$	%

Total other (income) expense, net	($ 3,277)	($ 2,995)	($ 282)	(9)%

Liquidity and Capital Resources

~~Other~~The ~~(income)~~Company ~~expense,~~believes ~~net~~that ~~increased~~its 9%existing ~~primarily~~balances ~~due~~of cash and cash equivalents and cash flows expected to ~~increased~~be ~~interest~~generated ~~income~~from ~~when~~its ~~compared~~operations will be sufficient to ~~2023.~~satisfy ~~Other~~its ~~(income)~~normal ~~expense,~~operating ~~net~~requirements ~~includes~~for ~~interest~~at ~~income~~least ~~earned~~the onnext 12 months and beyond. As of December 31, 2025, the Company’s cash and cash equivalents, ~~and~~totaled ~~(earnings)~~$124.2 ~~losses~~million. ~~related~~Cash toequivalents ~~equity~~are ~~investments.~~comprised of financial


			Change2024 vs. 2023
	December 31, 2024	December 31, 2023	$	%

Income tax (benefit) expense	$ 1,071	($ 16)	$ 1,087	(6,794)%

~~The~~Table ~~Company’s~~of provision for income tax (benefit) expense from continuing operations decreased $1.1 million from the year ended December 31, 2023. The decrease in income tax (benefit) expense was primarily attributable to the decrease in excess benefit from stock-based compensation in the current year.Contents

~~Refer~~instruments towith ~~Critical~~an ~~Accounting~~original ~~Policies~~maturity ~~and~~of ~~Estimates~~90 ~~within~~days or less from the ~~MD&A~~date ~~and~~of ~~Note~~purchase, 13primarily -money ~~Income~~market ~~Taxes~~funds. toThe ~~the~~Company ~~consolidated~~currently ~~financial~~does ~~statements~~not ~~included~~hold ~~elsewhere~~any inother ~~this~~marketable ~~Annual~~securities. ~~Report~~We ~~for~~currently ~~further~~do ~~information~~not hold any bank debt, nor have we issued any debt instruments through public offerings or private placements.

~~Year ended December 31, 2023 vs. Year ended December 31, 2022~~Operations


	Year Ended	Year Ended	Change2023 vs. 2022
	December 31, 2023	December 31, 2022	$	%

Statement of Operations Data:
Revenues	$ 4,273,821	$ 4,589,676	($ 315,855)	(7)%
Operating expenses
Commissions and other agent-related costs	3,953,897	4,228,503	(274,606)	(6)%
General and administrative expenses	247,799	275,445	(27,646)	(10)%
Technology and development expenses	59,547	54,199	5,348	10%
Sales and marketing expenses	12,056	15,172	(3,116)	(21)%
Total operating expenses	4,273,299	4,573,319	(300,020)	(7)%
Operating (loss) income	522	16,357	(15,835)	(97)%
Other (income) expense
Total other (income) expense, net	(4,383)	(803)	(3,580)	(446)%
Equity in losses of unconsolidated affiliates	1,388	1,624	(236)	(15)%
Total other (income) expense, net	(2,995)	821	(3,816)	(465)%
(Loss) income before income tax expense	3,517	15,536	(12,019)	(77)%
Income tax (benefit) expense	(16)	(8,199)	8,183	100%
Net (loss) income from continuing operations	3,533	23,735	(20,202)	(85)%
Adjusted EBITDA (1)	$ 65,328	$ 71,498	($ 6,170)	(9)%

Currently, the Company’s primary use of cash on hand is to sustain and grow its business operations, including, but not limited to, commission and revenue share payments to agents and brokers and cash outflows for operating expenses. During 2025, the Company utilized its cash on hand to support our agent productivity, growth initiatives and investment in technology, the first payment of the litigation contingency in the antitrust lawsuits settlement and to a lesser extent, for repurchases of its common stock and quarterly cash dividends. See Note 13 – Commitments and Contingencies to the consolidated financial statements included elsewhere in this Annual Report for further information related to the Company’s litigation.

39Share Repurchase Program

~~(1)~~The ~~Adjusted~~Company ~~EBITDA~~has an authorized share repurchase program which is ~~not~~currently aapproved ~~measurement~~by ofthe ~~our~~Board ~~financial~~up ~~performance~~to ~~under~~$1.0 Ubillion in aggregate.S. ~~GAAP~~The ~~and~~program ~~should~~does not beobligate ~~considered~~the asCompany anto ~~alternative~~acquire toa ~~net~~minimum ~~income~~amount of shares. Additionally, ~~operating~~during ~~income~~2023, or2024, ~~any~~and ~~other~~2025, ~~measures~~the ~~derived~~Company inhas ~~accordance~~paid ~~with~~quarterly Ucash dividends.S As of December 31, 2025, the Company’s quarterly cash dividend was $0.05 ~~GAAP~~per share. ~~For~~During a2025, ~~definition~~the Company repurchased $56.2 million of ~~Adjusted~~its ~~EBITDA~~common stock and apaid ~~reconciliation~~cash dividends of ~~Adjusted~~$30.8 ~~EBITDA~~million. toThere ~~net~~can ~~income,~~be ~~and~~no ~~why~~assurance wethat ~~believe~~future ~~Adjusted~~cash ~~EBITDA~~dividends iswill ~~useful~~be todeclared ~~investors~~by ~~see~~the ~~“Non-U.S.~~Board ~~GAAP~~or ~~Financial~~that ~~Measures”~~the stock repurchase program will be sustained or proceed at historical levels.


			Change2023 vs. 2022
	December 31, 2023	December 31, 2022	$	%

Revenues	$ 4,273,821	$ 4,589,676	($ 315,855)	(7)%

Legal Proceedings

~~Total~~For ~~revenues~~information ~~decreased~~regarding ~~7%, primarily because of~~ the ~~lower~~Company’s ~~volume~~expected ofcash ~~real~~requirement ~~estate~~related ~~brokerage~~to ~~commissions~~settlement costs, ~~which~~see is“Contingencies” ~~attributable~~under toNote a13 ~~decrease~~– ofCommitments ~~overall real estate transactions~~ and ~~lower~~Contingencies ~~home~~to ~~sales~~the ~~prices~~consolidated infinancial ~~our~~statements ~~markets,~~included ~~partially~~elsewhere ~~offset by growth~~ in ~~our~~this ~~agent~~Annual ~~base, compared to 2022~~Report.


			Change2023 vs. 2022
	December 31, 2023	December 31, 2022	$	%

Commissions and other agent-related costs	$ 3,953,897	$ 4,228,503	($ 274,606)	(6)%

The Company’s future capital requirements will depend on many factors, including the outcome of pending antitrust litigation settlement, its level of investment in technology, its rate of growth into new markets and cash used to pay quarterly cash dividends and repurchase shares of the Company’s common stock. The Company’s capital requirements may be affected by factors which it cannot control such as the changes in the residential real estate market, interest rates and other monetary and fiscal policy changes to the manner in which it currently operates. In order to support and achieve the Company’s future growth plans, it may need or seek advantageously to obtain additional funding through equity or debt financing.

Commissions and other agent-related costs decreased 6% primarily because of a decrease in overall real estate transactions and lower home sales prices, partially offset by growth in our agent base and an increase in agent-related stock-based compensation.


			Change2023 vs. 2022
	December 31, 2023	December 31, 2022	$	%

General and administrative expenses	$ 247,799	$ 275,445	($ 27,646)	(10)%

General and administrative expenses decreased 10% due to lower reported stock compensation expense, partially offset by increased employees, increased contract labor wages and compensation and increases in seminars and conferences expenses.


			Change2023 vs. 2022
	December 31, 2023	December 31, 2022	$	%

Technology and development expenses	$ 59,547	$ 54,199	$ 5,348	10%

Technology and development expenses increased 10%, primarily due to increased investment in technology.


			Change2023 vs. 2022
	December 31, 2023	December 31, 2022	$	%

Sales and marketing expenses	$ 12,056	$ 15,172	($ 3,116)	(21)%

Sales and marketing expenses decreased (21)% due to decreased advertising in the U.S. and Canada residential real estate market.


			Change2023 vs. 2022
	December 31, 2023	December 31, 2022	$	%

Total other (income) expense, net	($ 2,995)	$ 821	($ 3,816)	(465)%

Other (income) expense, net increased primarily due to increased interest income when compared to 2022.


			Change2023 vs. 2022
	December 31, 2023	December 31, 2022	$	%

Income tax (benefit) expense	($ 16)	($ 8,199)	$ 8,183	100%

The Company’s provision for income tax (benefit) expense from continuing operations decreased $8.2 million from the year ended December 31, 2022. The decrease in income tax benefit was primarily attributable to the decrease in excess benefit from stock-based compensation in 2023 and higher non-deductible executive compensation expenses.

Refer to Critical Accounting Policies and Estimates within the MD&A and Note 13 - Income Taxes to the consolidated financial statements included elsewhere in this Annual Report for further information.

BUSINESS SEGMENT DISCLOSURES

See Note 11 – Segment Information to the consolidated financial statements included elsewhere in this Annual Report for additional information regarding our business segments. The following table reflects the results of each of our reportable segments during the years ended December 31, 2024 and 2023:


	Year Ended	Year Ended	Change2024 vs. 2023
	December 31, 2024	December 31, 2023	$	%

Statement of Operations Data:
Revenues
North American Realty	$ 4,478,293	$ 4,220,063	$ 258,230	6%
International Realty	88,146	53,931	34,215	63%
Other Affiliated Services	6,105	4,802	1,303	27%
Segment eliminations	(4,872)	(4,975)	103	2%
Total Consolidated Revenues	$ 4,567,672	$ 4,273,821	$ 293,851	7%
Adjusted Segment EBITDA(1)
North American Realty	99,253	91,101	$ 8,152	9%
International Realty	(9,481)	(13,657)	4,176	31%
Other Affiliated Services	(4,876)	(3,795)	(1,081)	(28)%
Total Adjusted Segment EBITDA	84,896	73,649	11,247	15%
Corporate expenses and other	(9,413)	(8,321)	(1,092)	(13)%
Total Reported Adjusted EBITDA(1)	$ 75,483	$ 65,328	$ 10,155	16%

(1) Adjusted Segment EBITDA is not a measurement of our financial performance under U.S. GAAP and should not be considered as an alternative to net income, operating income, or any other measures derived in accordance with U.S. GAAP. For a definition of Adjusted Segment EBITDA and a reconciliation of Adjusted Segment EBITDA to net income, and a discussion of why we believe Adjusted Segment EBITDA is useful to investors, see “Non-U.S. GAAP Financial Measures”. Management evaluates the operating results of each of its reportable segments based upon revenue and Adjusted Segment EBITDA. Adjusted Segment EBITDA is defined by us as net income before depreciation and amortization, stock-based compensation expense, interest expense, net, income taxes, impairment expense and other items that are not core to the operating activities of the Company. The Company’s presentation of Adjusted Segment EBITDA may not be comparable to similar measures used by other companies.

North American Realty revenue increased 6% in 2024 compared to 2023 primarily due to an increase in average selling price in the U.S. and in overall real estate transactions in Canada, and improved agent productivity, partially offset by reductions in our agent base. Adjusted Segment EBITDA increased 9% primarily due to an increase in gross profit related to the increase in real estate transactions and increased home selling prices.

International Realty revenue increased 63% in 2024 compared to 2023 primarily due to increased real estate transactions driven by increased productivity in previously launched markets. Adjusted Segment EBITDA improved in 2024 compared to 2023 due to gross profit improvements related to increase in revenue.

Other Affiliated Services revenue increased 27% due to an increase in FrameVR.io technology revenue, partially offset by a decrease in coaching revenue. Adjusted Segment EBITDA decreased by (28)% primarily due to an increase in personnel costs.

Corporate expenses and other contain the costs incurred to operate the corporate parent of eXp Realty. Corporate expenses increased 13% in 2024 compared to 2023.

LIQUIDITY AND CAPITAL RESOURCES

This section generally discusses items pertaining to and comparisons of financial results between 2024 and 2023. Discussions of 2022 items and comparisons between 2023 and 2022 liquidity and capital resources can be found in “Management’s Discussion and Analysis Liquidity and Capital Resources” in Part II, Item 7 of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 MD&A”). The 2023 MD&A is incorporated by reference herein from Part II, Item 7 of our annual report on Form 10-K filed on February 22, 2024 (Commission File No. 001-38493).

Our primary sources of liquidity are our cash and cash equivalents on hand and cash flows generated from our business operations. Our ability to generate sufficient cash flow from operations or to access certain capital markets, including banks, is necessary to fund our operations and capital expenditures, repurchase our common stock and meet obligations as they become due. At present, our cash and cash equivalents balances and cash flows from operations have remained positive, as we focused on cost savings initiatives and operational excellence despite the challenging market conditions of 2024.

Currently, our primary use of cash on hand is to sustain and grow our business operations, including, but not limited to, commission and revenue share payments to agents and brokers and cash outflows for operating expenses. During 2024, we utilized our cash on hand to support our agent productivity, growth initiatives and investment in technology, and to a lesser extent, for repurchases of our common stock and quarterly cash dividends. There can be no assurance that future cash dividends will be declared by the Board of Directors or that the stock repurchase program will be sustained or proceed at historical levels.

For information regarding the Company’s expected cash requirement related to settlement costs, see Note 14 – Commitments and Contingencies to the consolidated financial statements included elsewhere in this Annual Report.

We believe that our existing balances of cash and cash equivalents and cash flows expected to be generated from our operations will be sufficient to satisfy our normal operating requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including the outcome of pending antitrust litigation settlement, our level of investment in technology, our rate of growth into new markets and cash used to pay quarterly cash dividends and repurchase shares of the Company’s common stock. Our capital requirements may be affected by factors which we cannot control such as the changes in the residential real estate market, interest rates and other monetary and fiscal policy changes to the manner in which we currently operate. In order to support and achieve our future growth plans, we may need or seek advantageously to obtain additional funding through equity or debt financing. We believe that our current operating structure will facilitate sufficient cash flows from operations to satisfy our expected long-term liquidity requirements beyond the next 12 months.

We currently do not hold any bank debt, nor have we issued any debt instruments through public offerings or private placements. As of December 31, 2024, our cash and cash equivalents totaled $113.6 million. Cash equivalents are comprised of financial instruments with an original maturity of 90 days or less from the date of purchase, primarily money market funds. We currently do not hold any other marketable securities.

Net Working Capital

Net working capital is calculated as the Company’s total current assets less its total current liabilities. The following table presents ~~our~~the Company’s net working capital for the periods presented:


	December 31, ~~2024~~2025	December 31, ~~2023~~2024
Current assets	$ ~~267~~304,~~972~~868	$ ~~266~~267,~~475~~972
Current liabilities	(~~185~~199,~~853~~701)	(~~141~~185,~~660~~853)
Net working capital	$ 82105,~~119~~167	$ ~~124~~82,~~815~~119

As of December 31, ~~2024~~2025, net working capital ~~decreased~~increased (by $4223.7)0 million, or ~~(34)~~28%, compared to the prior year, primarily due ato ~~decrease in cash and cash equivalents of ($12.3) million and~~ an increase in ~~the~~accounts ~~litigation~~receivable, ~~contingency~~due ~~accrual~~to ofthe ~~$34~~timing ~~million~~of ~~related~~revenue toin ~~the antitrust lawsuits~~December, partially offset by an increase in ~~accounts receivable of $2.3 million and a decrease in~~ accrued expenses ~~of ($0~~.~~8) million.~~

Cash Flows

The following table presents our cash flows for the periods presented:


	Year Ended December 31,
	~~2024~~2025	~~2023~~2024
Net cash provided by operating activities	$ ~~191~~118,~~514~~611	$ ~~209~~191,~~131~~514
Net cash used in investment activities	(19,470)	(13,503)
Net cash used in investing activities	(23,472)	(19,470)
Net cash used in financing activities	(~~170~~86,~~377~~538)	(~~184~~170,~~089~~377)
Effect of changes in exchange rates on cash, cash equivalents and restricted cash	(24,~~972)~~274	(382,972)
Net change in cash, cash equivalents and restricted cash	($ 112,~~305)~~875	($ 111,~~501~~305)

For the year ended December 31, ~~2024~~2025, cash provided by operating activities decreased (838)% compared to the same period in ~~2023~~2024, primarily due to lower agent equity program participation, inincreased ~~2024~~accounts receivable, ~~partially~~net, ~~offset~~due byto anthe ~~increase~~timing of revenue in ~~gross~~December, ~~profit~~as ~~net~~well ofas ~~agent~~the ~~commission~~first ~~and~~payment of $17 million related to the antitrust litigation accrual, partially offset by an increase in accrued expenses.

For the year ended December 31, ~~2024~~2025, cash used in our investing activities increased 4421% compared to the same period in ~~2023~~2024, primarily due to an increase in ~~cash~~investments ~~spend of ($6.2) million~~ in ~~acquisitions, and an increase in purchases of property, plant, and equipment, partially offset by a decrease in investments~~ unconsolidated subsidiaries.

For the year ended December 31, 2024, cash used in financing activities decreased by (7)%, compared to the same period in 2023, primarily related to lower repurchases of our common stock of ($19.4) million compared to 2023, partially offset by decreased proceeds from stock option exercises $3.0 million and an increase in dividend payments of $1.6 million compared to 2023.26

~~Outlook~~Table of Contents

AsFor wethe ~~continue~~year toended ~~scale~~December ~~our~~31, ~~Company~~2025, bycash ~~investing~~used in ~~people,~~financing ~~technology~~activities ~~and~~decreased ~~processes~~by (49)%, wecompared ~~believe~~to wethe ~~are~~same ~~well~~period ~~positioned~~in to2024, ~~grow~~primarily ~~productive~~related ~~agents~~to ~~and~~lower ~~revenues~~repurchases inof ~~the~~our ~~U.S.,~~common ~~Canada~~stock ~~and~~of ~~selectively~~($84.9) ~~international markets~~million.

~~These~~Critical ~~statements~~Accounting ~~involve~~Policies ~~risks, uncertainties, assumptions~~ and other factors that are difficult to predict and that could cause actual results to vary materially from those expressed in them. Factors include, among others, (i) changes in demand for the Company’s services and changes in consumer behavior; (ii) macroeconomic conditions beyond our control; (iii) the Company’s ability to effectively maintain its infrastructure to support its operations and initiatives; (iv) the impact of governmental regulations related to the Company’s operations; (v) the outcome of ongoing antitrust litigation; and (vi) other factors, as described in this Annual Report in Part II, Item 1A, “Risk Factors.”Estimates

~~CRITICAL~~The ~~ACCOUNTING~~preparation ~~POLICIES~~of ~~AND~~financial ~~ESTIMATES~~statements in accordance with U.S. GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make certain judgments and assumptions and estimates that affect the amounts reported. The Company’s significant accounting policies are described in Note 2 – Summary of Significant Accounting Policies to the consolidated financial statements included elsewhere in this Annual Report.

~~The~~Management ~~preparation~~bases ofits ~~financial~~estimates ~~statements~~on inhistorical ~~accordance~~experience ~~with~~and ~~U.S.~~on ~~GAAP~~various ~~requires~~other ~~us to make certain judgments and~~ assumptions, ~~based~~it onbelieves ~~information~~to ~~available~~be asreasonable ofunder the ~~reporting date of the financial statements~~circumstances, ~~in determining accounting estimates used in~~ the ~~preparation~~results of ~~the~~which ~~statements.~~form ~~Our~~the ~~significant~~basis ~~accounting~~for ~~policies~~making ~~are~~judgments ~~described~~about inthe ~~Note 2~~carrying –values ~~Summary~~ of ~~Significant~~assets ~~Accounting~~and ~~Policies to the consolidated financial statements included elsewhere in this Annual Report~~liabilities.

Accounting estimates are considered critical if the estimate requires us to use judgments and/or make assumptions about matters that were uncertain at the time the accounting estimate was made and if different accounting estimates could have been used in the reporting period or changes in the accounting estimates are likely to occur that would have a material impact on our financial condition, results of operations or cash flows.

Stock-based compensation

~~Our~~The Company’s stock-based compensation is comprised of ~~AGIP, AEP,~~ stock option awards and restricted stock ~~units.~~unit ~~The~~grants ~~Company~~to ~~accounts~~service ~~for~~providers, ~~stock-based~~including, ~~compensation~~but ~~granted~~not limited to, agents, employees, and ~~non~~directors. The Company accounts for stock-~~employees~~based compensation using a fair value method. Stock-based compensation awards are measured at the grant date fair value and the stock-based compensation cost is recognized over the requisite service period of the awards, usually the vesting period, on a straight-line basis, net of forfeitures. The Company reduces recorded stock-based compensation for forfeitures when they occur.

Recognition of compensation cost for an award with a performance condition is based on the probable outcome of that performance condition being met. The Company estimates the share-based liability based on estimated performance probabilities using ~~our~~the Company’s most recent estimates on probable achievement of the performance measures ~~established under our AGIP~~. ~~These estimates are calculated based on the agent’s historical performance for each award type.~~ Also, the requisite service period at the grant date of performance awards is estimated based on the ~~probability~~probable ofamount ~~the period~~ of time it will take ~~an agent~~ to meet the performance metric. The value of the stock award is amortized over this period and recognized as stock-based compensation expense starting on the grant date.

If factors change causing different assumptions to be made in future periods, estimated compensation expense may differ significantly from that recorded in the current period. See Note 109 – Stockholders’ Equity to the consolidated financial statements included elsewhere in this Annual Report, for more information regarding the assumptions used in estimating the fair value of the Company’s awards.

included elsewhere in this Annual Report, for more information regarding the assumptions used in estimating the fair value of our awards.

Revenue recognition

The Company generates ~~substantially~~a ~~all~~substantial portion of its revenue from its North American Realty and International Realty segments and generates a de minimis portion of its revenues from ~~other~~its ~~affiliated~~Other ~~professional~~Affiliated ~~services~~Services segment.

North American Realty and International Realty

The Company serves as a licensed broker in the areas in which it operates for the purpose of processing real estate transactions. The Company is contractually obligated to provide services for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services necessary to legally represent the transfer of real estate. Correspondingly, the Company is defined as the principal. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. As principal and upon satisfaction of ~~our~~the Company’s obligation, the Company recognizes revenue in the gross amount of consideration to which wethe ~~expect~~Company expects to be entitled.

Revenue is derived from assisting homebuyers and sellers in listing, marketing, selling and finding real estate. Commissions earned on real estate transactions are recognized at the completion of a real estate transaction once wethe ~~have~~Company has satisfied ~~our~~its performance obligation. Agent-related fees are currently recorded as a reduction to commissions and other agent-related costs.

At each reporting period, wethe ~~estimate~~Company estimates and ~~accrue~~accrues revenue for closed transactions for which weit ~~are~~is entitled to, but have not yet received, ~~the~~a ~~closing~~commission ~~documents~~ due to ~~timing~~those oftransactions ~~when~~settling aafter ~~transaction~~the ~~settles~~reporting period. The accrual for this estimated revenue was immaterial for the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

Business combinations

~~The~~Our ~~Company~~growth ~~accounts~~strategy ~~for~~is ~~business~~primarily ~~combinations~~driven ~~using~~by ~~the~~organic ~~acquisition~~initiatives; ~~method of accounting~~however, ~~under~~we ~~which~~regularly ~~the~~evaluate ~~consideration~~strategic ~~for~~acquisitions, ~~the~~partnerships, ~~acquisition is allocated to the assets acquired~~ and ~~liabilities~~other ~~assumed.~~transactions ~~The~~that ~~Company~~may ~~recognizes~~accelerate ~~identifiable~~our ~~assets acquired and liabilities assumed at the fair values as of the acquisition date. Acquisition-related costs~~objectives, ~~such~~expand asour ~~due diligence~~capabilities, ~~legal~~or ~~and~~create ~~accounting~~long-term ~~fees,~~shareholder ~~are expensed as incurred and not considered in determining the fair~~ value ~~of the acquired assets.~~

Fair value determinations require ~~considerable~~significant judgment and are sensitive to ~~changes in underlying~~ assumptions, ~~estimates~~about ~~and~~revenue ~~market factors. These assumptions~~ and ~~estimates include projected revenues and~~ income growth ~~rates~~, terminal ~~growth~~values, discount rates, ~~competitive~~industry ~~and consumer trends~~indices, ~~market-based discount rates~~ and ~~other~~ market ~~factors~~transactions. ~~Significant~~The ~~assumptions~~Company ~~used~~uses ~~in determining the allocation of fair value include the following valuation techniques: the~~ cost ~~approach~~, ~~the~~ income ~~approach and the market approach~~, ~~which are determined based on cash flow projections~~ and ~~related discount rates, industry indices,~~ market ~~prices~~approaches ~~regarding~~in ~~replacement~~assigning ~~cost and comparable market transactions~~values.

AtIdentifiable ~~the~~net ~~acquisition date, the Company recognizes the identifiable acquired~~ assets, ~~liabilities~~including ~~assumed and~~ contingent liabilities, ~~(identifiable~~are ~~net~~recognized ~~assets)~~at offair ~~the~~value ~~acquired~~at ~~company on~~ the ~~basis~~acquisition ofdate ~~fair value. Recognized assets~~ and ~~liabilities assumed~~ may be adjusted ~~during~~within a ~~maximum of~~ one -year ~~from the acquisition date (the “~~measurement period~~”),~~ ~~depending~~based on new information ~~obtained~~ about ~~the~~conditions ~~facts and circumstances in existence~~ at ~~the~~that ~~acquisition date~~time.

If current expectations of future growth rates are not met or market factors outside of our control change significantly, then our goodwill or intangible assets may become impaired. Additionally, as goodwill and intangible assets associated with recently acquired businesses are recorded on the balance sheet at their estimated acquisition date fair values, those amounts are more susceptible to impairment risk if business operating results or macroeconomic conditions deteriorate. 27

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Goodwill and intangibles recorded at acquisition-date fair values are subject to impairment risk if expected growth rates are not achieved or if market or macroeconomic conditions deteriorate.

Income taxes

We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. A valuation allowance against deferred tax assets would be established if, based on the weight of available evidence, it is more likely than not (a likelihood of more than 50%) that some or all of the deferred tax assets are not expected to be realized. Our assumptions, judgments, and estimates relative to the value of our deferred tax assets take into account predictions of the amount and category of future taxable income. As of December 31, ~~2024~~2025, based on our assessment of the realizability of the net deferred tax assets, we reached the conclusion that some of our net deferred tax assets will most likely not be fully realized and therefore a total valuation allowance of $0.025 million was recorded.

Although management believes that the judgment and estimates involved are reasonable and that the necessary provisions related to income taxes have been recorded, changes in circumstances or unexpected events could adversely affect our financial position, results of operations, and cash flows.

See Note 1312 – Income Taxes to the consolidated financial statements included elsewhere in this Annual Report for further information related to our income tax positions.

Litigation

WeThe ~~recognize~~Company ~~expenses~~is ~~for~~subject ~~legal~~to ~~claims~~various ~~when~~legal ~~payments~~proceedings ~~associated~~and ~~with the~~ claims ~~become~~that ~~probable~~arise ~~and~~in ~~can~~the beordinary ~~reasonably~~course ~~estimated. Actual costs~~ of ~~resolving~~business, ~~legal~~the ~~claims~~outcomes ~~could have a material adverse impact on our results~~ of ~~operations~~which ~~and~~are ~~cash~~inherently ~~flow~~uncertain. ~~While~~The ~~the~~Company ~~currently~~records ~~pending~~a ~~derivative~~liability ~~litigation~~when ~~presents~~it ~~various reasonably possible outcomes, the financial impact(s) of such litigation~~ is ~~not~~probable ~~presently~~that ~~estimable.~~a ~~Separately,~~loss ~~the~~has ~~currently~~been ~~pending~~incurred US and ~~Canadian~~the ~~antitrust~~amount ~~litigation~~is ~~presents various~~ reasonably ~~possible outcomes; however~~estimable, wethe ~~have~~determination ~~accrued $34.0 million as~~ of ~~December~~which ~~31,~~requires ~~2024,~~significant tojudgment. ~~reflect~~Resolution ~~the terms~~ of ~~the~~legal USmatters ~~Hooper~~in ~~Settlement,~~a asmanner ~~the~~inconsistent ~~loss~~with ismanagement’s ~~deemed~~expectations ~~probable~~could ~~and~~have ~~reasonably~~a ~~estimable~~material ~~under~~impact ~~ASC~~on ~~450. For~~ the ~~Canadian~~Company’s ~~antitrust~~financial ~~litigation,~~condition ~~no accrual has been made as a loss is not probable,~~ and aoperating ~~reasonable estimate cannot yet be determined~~results. See Note 1413 – Commitments and Contingencies to the consolidated financial statements included elsewhere in this Annual Report for further information related to ~~our~~the Company’s litigation.

~~NON~~Non-U.S. GAAP ~~FINANCIAL~~Financial ~~MEASURES~~Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use ~~Adjusted~~consolidated adjusted EBITDA and ~~Adjusted~~segment ~~Segment~~adjusted EBITDA, non-U.S. GAAP financial measures, to understand and evaluate our core operating performance. These non-GAAP financial ~~measure~~measures, which may be different than similarly titled measures used by other companies, isare presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP.

We define the non-U.S. GAAP financial measure of ~~Consolidated~~consolidated ~~Adjusted~~adjusted EBITDA to mean net income, excluding other income (expense), income tax benefit (expense), depreciation, amortization, impairment charges, stock-based compensation expense and stock option expense. ~~Adjusted~~and other items that are not core to the operating activities of the Company. Segment adjusted EBITDA is defined as ~~operating~~net ~~profit~~income ~~plus~~before depreciation and amortization, ~~and~~interest expense, income taxes, stock~~-based~~ compensation ~~expenses~~expense, ~~impairment~~stock option expense, and ~~litigation~~other ~~contingency~~items ~~expense~~that are not core to the operating activities of the Company. We believe that ~~Consolidated~~consolidated ~~Adjusted~~adjusted EBITDA and ~~Adjusted~~segment ~~Segment~~adjusted EBITDA provides useful information about our financial performance, enhances the overall understanding of our past performance and future prospects and allows for greater transparency with respect to a key metric used by our management for financial and operational decision-making. We believe that ~~Adjusted~~segment ~~Segment~~adjusted EBITDA helps identify underlying trends in our business that otherwise could be masked by the effect of the expenses that we exclude in ~~Adjusted~~segment ~~Segment~~adjusted EBITDA. In particular, we believe the exclusion of stock and stock option expenses provides a useful supplemental measure in evaluating the performance of our underlying operations and provides better transparency into our results of operations.

We are presenting the non-U.S. GAAP measures of ~~Adjusted~~consolidated adjusted EBITDA and ~~Adjusted~~segment ~~Segment~~adjusted EBITDA to assist investors in seeing our financial performance through the eyes of management and because we believe these measures provide additional tools for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

~~Adjusted~~Consolidated adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. There are aseveral ~~number of~~ limitations related to the use of ~~Adjusted~~consolidated adjusted EBITDA and ~~Adjusted~~segment ~~Segment~~adjusted EBITDA compared to net income, the closest comparable U.S. GAAP measure. Some of these limitations are:

● ~~Adjusted~~Consolidated adjusted EBITDA and ~~Adjusted~~segment ~~Segment~~adjusted EBITDA exclude stock-based compensation expense related to our agent growth incentive program and stock option expense, which have been and will continue to be for the foreseeable future, significant recurring expenses in our business and an important part of our compensation strategy; and

● Adjusted EBITDA and Adjusted Segment EBITDA exclude certain recurring, non-cash charges such as depreciation of fixed assets, amortization of intangible assets and impairment charges related to these long-lived assets and, although these are non-cash charges, the assets being depreciated, amortized, or impaired may have to be replaced in the future.28

~~The~~Table ~~following tables present a reconciliation~~ of ~~Adjusted EBITDA, the most comparable U.S. GAAP financial measure, for each of the periods presented:~~Contents


	Year Ended December 31,
	2024	2023	2022
Net (loss) income from continuing operations	($ 16,788)	$ 3,533	$ 23,735
Total other (income) expense, net	(3,277)	(2,995)	821
Income tax (benefit) expense	1,071	(16)	(8,199)
Depreciation and amortization	10,289	10,892	9,838
Impairment expense	4,930	-	-
Litigation contingency	34,000	-	-
Stock compensation expense (1)	37,285	43,178	30,861
Stock option expense	7,973	10,736	14,442
Adjusted EBITDA	$ 75,483	$ 65,328	$ 71,498

●

Consolidated adjusted EBITDA and segment adjusted EBITDA exclude certain recurring, non-cash charges such as depreciation of fixed assets, amortization of intangible assets and impairment charges related to these long-lived assets and, although these are non-cash charges, the assets being depreciated, amortized, or impaired may have to be replaced in the future.

The following table presents a reconciliation of consolidated adjusted EBITDA to the most comparable U.S. GAAP financial measure, for each of the periods presented:


	Year Ended December 31,
	2025	2024	2023
Net income (loss) from continuing operations	($ 22,714)	($ 16,788)	$ 3,533
Total other (income) expense, net	(1,232)	(3,277)	(2,995)
Income tax (benefit) expense	2,480	1,071	(16)
Depreciation and amortization	9,562	10,289	10,892
Impairment expense	-	4,930	-
Litigation contingency	-	34,000	-
Stock-based compensation expense ⁽¹⁾	38,610	37,285	43,178
Stock option expense	6,466	7,973	10,736
Consolidated adjusted EBITDA	$ 33,172	$ 75,483	$ 65,328

(1)

This includes agent growth incentive stock compensation expense and stock compensation expense related to business acquisitions.

45The primary driver for the decrease in consolidated adjusted EBITDA was a decrease in gross profit, primarily driven by increased agent capping as well as increased operating costs including employee-related, technology and legal expenses, partially offset by increased revenues.

The primary driver for the increase in Adjusted EBITDA was increased revenues, partially offset by increased commissions and other agent-related expenses and slightly higher general and administrative expenses.

Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Market~~The ~~risk~~Company ~~relates to the risk of the loss of fair value resulting from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. Market risk~~ is directly influenced by the volatility and liquidity in the markets in which the related underlying financial instruments are traded. Sensitivity analysis measures the impact of hypothetical changes in interest rates, foreign exchange rates and other market rates or prices on the profitability of market-sensitive financial instruments and our results of operations. While we are exposed to market risk from foreign currency and exchange rate fluctuation, weand ~~do not have significant exposures to~~ interest rate changes ~~or commodity prices, nor do we expect to have significant exposure to interest rate changes or commodity prices in the foreseeable future~~.

~~Foreign~~The ~~Currency~~majority ~~Risk~~of the Company’s net sales, expenses and capital purchases were transacted in U.S. dollars. However, exposure with respect to foreign exchange rate fluctuation existed due to the Company’s operations throughout the Americas, Europe, the Middle East, Asia-Pacific, and South Africa. Based on fiscal 2025 performance, a hypothetical appreciation or decline in the value of the Canadian dollar in relation to the U.S. dollar of 10% would have an immaterial impact on operating income. The individual impacts to the operating income of hypothetical currency fluctuations in the Canadian dollar have been calculated in isolation from any potential responses to address such exchange rate changes in the Company’s other foreign markets. The Company’s exposures to foreign currency risk related to its other operations in international locations were immaterial and have been excluded from this analysis.

The ~~majority~~Company’s ofinvestments ~~our~~in the net ~~sales,~~assets ~~expenses~~of ~~and~~the ~~capital~~Company’s ~~purchases~~international operations were ~~transacted~~also insubject ~~U.S. dollars. However, exposure with respect~~ to foreign exchange rate ~~fluctuation existed due to our operations in Canada, the U~~risk.~~K.,~~ Australia, South Africa, India, Mexico, Portugal, France, Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama, Germany, The Dominican Republic, Greece, New Zealand, Chile, Poland, and Dubai albeit each individually and in the aggregate to a small extent. As of December 31, ~~2024~~2025, ~~our~~the ~~largest~~impacts ~~international~~of ~~operations~~translations ~~were~~of inforeign-denominated ~~Canada.~~net ~~Based~~assets ~~on fiscal 2024 performance, a hypothetical appreciation or decline in the value~~ of the ~~Canadian~~Company’s ~~dollar~~international inoperations ~~relation~~were immaterial to the ~~U.S.~~Company’s ~~dollar~~consolidated offinancial ~~10% would have an immaterial impact on operating income~~statements. The ~~individual~~translation impacts related to the ~~operating~~net ~~income~~assets of ~~hypothetical currency fluctuations in~~ the ~~Canadian~~Company’s ~~dollar~~international ~~have~~operations ~~been~~are ~~calculated~~recorded inwithin ~~isolation~~accumulated ~~from~~other ~~any~~comprehensive ~~potential~~income. ~~responses~~Historically, tothe ~~address~~Company ~~such~~has ~~exchange~~not ~~rate~~hedged ~~changes~~this inexposure, ~~our~~although ~~other~~it ~~foreign~~may ~~markets.~~elect ~~Our exposures~~ to ~~foreign~~do ~~currency~~so ~~risk related to our other operations~~ in ~~our~~future ~~other international locations were immaterial and have been excluded from this analysis~~periods.

~~Our~~The ~~investments~~Company inis ~~the~~also ~~net~~exposed ~~assets~~to ofmarket ~~our~~risk ~~international~~for ~~operations~~changes ~~were~~in ~~also~~interest ~~subject~~rates on its financial instruments, which relate to ~~currency~~the ~~risk.~~Company’s Ascash ofequivalents ~~December~~primarily ~~31,~~invested ~~2024,~~in ~~the~~money ~~impacts~~market offunds. ~~translations~~The ofCompany ~~foreign-denominated~~does ~~net~~not ~~assets~~use ofderivative ~~our~~financial ~~international~~instruments ~~operations~~in ~~were~~its ~~immaterial~~investing toactivities. ~~the~~The Company’s ~~consolidated~~places cash and cash equivalents with various major financial ~~statements~~institutions. The ~~translation~~Company ~~impacts~~protects ~~related~~its toinvested ~~the~~principal ~~net~~funds ~~assets~~by oflimiting ~~our~~default ~~international~~risk, ~~operations~~market ~~are~~risk ~~recorded~~and ~~within~~reinvestment ~~accumulated~~risk. ~~other~~The ~~comprehensive~~Company ~~income.~~mitigates ~~Historically,~~against wesuch ~~have~~risks ~~not~~by ~~hedged~~utilizing ~~this~~investment ~~exposure,~~vehicles ~~although~~restricted weto ~~may~~short-term ~~elect~~U.S. togovernment doand soagency inobligations, ~~future~~thereby ~~periods~~prioritizing capital preservation and immediate liquidity.

4629

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Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~INDEX~~Index TOto ~~CONSOLIDATED~~Consolidated ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)	4831
Consolidated Balance Sheets	5033
Consolidated Statements of Comprehensive (Loss) Income	51
Consolidated Statements of Comprehensive Income (Loss)	34
Consolidated Statements of Stockholders’ Equity	5235
Consolidated Statements of Cash Flows	5336
Notes to Consolidated Financial Statements	5437

4730

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of eXp World Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of eXp World Holdings, Inc. and subsidiaries (the "“Company"”) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of comprehensive income (loss) ~~income~~, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, ~~2024~~2025, and the related notes (collectively referred to as the "“financial statements"”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 2024, ~~2025~~2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company'’s management. Our responsibility is to express an opinion on the Company'’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Commissions and Other Agent-Related Costs – Sustainable Revenue Share Plan expenses – Refer to Note 2 to the financial statements

~~Critical~~The ~~Audit~~Company ~~Matter~~maintains ~~Description~~a revenue share program which allows agents and brokers to earn additional income from real estate transactions closed by agents they have attracted to the Company. Agents are eligible for revenue share based on defined qualification requirements. These additional commissions are funded from the Company’s portion of transaction commissions and are included within commissions and other agent-related costs.

~~The~~We ~~Company~~identified ~~has~~the a revenue ~~sharing~~share ~~plan~~program ~~where~~as ~~agents and brokers may receive~~ a ~~commission~~critical ~~from~~audit ~~real~~matter ~~estate~~because ~~transactions consummated by agents and brokers they have attracted to~~ the ~~Company.~~plan ~~Agents~~has ~~and~~a ~~brokers~~complex ~~are eligible for revenue share based on the number of Front~~multi-~~Line~~tiered ~~Qualifying~~compensation ~~Active~~structure ~~(FLQA)~~involving ~~agents~~highly ~~they~~automated ~~have~~system ~~attracted~~calculations to ~~the~~determine ~~Company. An FLQA agent is an agent or broker that an agent or broker has personally attracted to~~ the ~~Company who has met specific sales transaction volume requirements. These additional~~ commissions ~~are~~paid ~~earned~~to ~~on a multitiered basis by FLQA~~ agents and brokers. ~~for~~This ~~real~~required ~~estate~~an ~~transactions~~increased ~~within~~extent ~~their~~of ~~downstream~~audit ~~brokerage~~effort ~~network~~to audit and ~~are~~evaluate ~~included~~the ~~within~~accuracy of commissions ~~and~~paid ~~other~~under ~~agent-related~~the ~~costs~~revenue share program.

We identified the revenue sharing plan as a critical audit matter because the plan has a complex multi-tiered compensation structure involving highly automated system calculations to determine the commissions paid to agents and brokers. This 31

48Table of Contents

required an increased extent of audit effort to audit and evaluate the accuracy of commissions paid under the revenue share plan.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures ~~performed~~ related to the testing of the accuracy and completeness of expenses under the revenue ~~sharing~~share ~~plan~~program included the following, among others:

● We tested the effectiveness of controls over the revenue share expenses, including management'’s controls over the calculation of commission under the revenue ~~sharing~~share ~~plan~~program.

●

With the assistance of our IT specialists, we:

o

Identified the significant system used to process revenue share transactions and tested the general IT controls over the system, including testing of user access controls, change management controls, and IT operations controls.

o Performed testing of automated controls for the system calculation of revenue share and the system determination of number of ~~FLQA~~ agents attracted to the Company.

● We ~~selected~~tested ~~samples~~the amount of ~~commissions~~revenue ~~paid~~share toexpense ~~agents~~by ~~and~~developing ~~brokers~~an ~~under~~expectation of the ~~revenue~~amount ~~sharing~~based ~~plan~~on ~~and~~a ~~recalculated~~percentage of the ~~commissions~~Company’s ~~amount~~portion ~~based~~of ontransaction ~~the~~commissions ~~terms~~and ofcomparing our expectation to the ~~respective~~amount ~~independent~~recorded ~~contractor~~by ~~agreements~~management.

●

We selected samples of commissions paid to agents and brokers under the revenue share program and recalculated the commissions amount based on the terms of the respective independent contractor agreements.

●

For the samples selected:

o

We tested the mathematical accuracy of the recorded commission by recalculating the revenue share allocation in accordance with the independent contractor agreements and traced the underlying transactions to third party documents.

●o We tested the accuracy ofand ~~the~~completeness ~~FLQA~~of ~~count~~agent ~~for~~attributes ~~agents~~attracted ~~and~~to ~~brokers~~the Company by ~~reading~~reviewing independent contractor agreements and obtaining evidence ofthat agents ~~and~~achieved ~~brokers reaching~~ the required sales transaction volume.

/s/ Deloitte & Touche LLP

San Francisco, California

February 2024, ~~2025~~2026

We have served as the Company's auditor since 2019.

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EXP WORLD HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)


	~~Year Ended~~ December 31, 2025	December 31, 2024
	2024	2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$ ~~113~~124,~~607~~245	$ ~~125~~113,~~873~~607
Restricted cash	5457,~~981~~218	4454,~~020~~981
Accounts receivable, net of allowance for credit losses of $1,589 and $2,204, respectively	87,692	85,343
Accounts receivable, net of allowance for credit losses of $2,690 and $1,589, respectively	108,838	87,692
Prepaids and other assets	1114,~~692~~567	911,~~275~~692
Current assets of discontinued operations	-	1,964
TOTAL CURRENT ASSETS	304,868	267,972
TOTAL CURRENT ASSETS	267,972	266,475
Property and equipment, net	14,314	11,615
Property, plant, and equipment, net	11,615	12,967
Other noncurrent assets	23,495	11,679
Other noncurrent assets	11,679	7,410
Intangible assets, net	4,421	6,456
Intangible assets, net	6,456	7,012
Deferred tax assets, net	77,510	75,774
Deferred tax assets	75,774	69,253
Goodwill	17,872	17,226
Goodwill	17,226	16,982
TOTAL ASSETS	$ 442,480	$ 390,722
Noncurrent assets of discontinued operations	-	5,569
TOTAL ASSETS	$ 390,722	$ 385,668

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$ 1014,~~478~~613	$ 810,~~788~~478
Customer deposits	5557,~~660~~204	4455,~~550~~660
Accrued expenses	85108,~~661~~208	8685,~~483~~661
Litigation contingency	3417,000	-34,000
Accrued expenses and other liabilities	54	30
Other current liabilities	2,676	54
Current liabilities of discontinued operations	-	1,809
TOTAL CURRENT LIABILITIES	199,701	185,853
TOTAL CURRENT LIABILITIES	185,853	141,660
TOTAL LIABILITIES	199,701	185,853
TOTAL LIABILITIES	185,853	141,660

EQUITY
Common Stock, $0.00001 par value 900,000,000 shares authorized; 195,028,207 issued and 154,133,385 outstanding at December 31, 2024; 183,606,708 issued and 154,669,037 outstanding at December 31, 2023	2	2
Common Stock, $0.00001 par value 900,000,000 shares authorized; 207,785,762 issued and 161,049,979 outstanding at December 31, 2025; 195,028,207 issued and 154,133,385 outstanding at December 31, 2024	2	2
Additional paid-in capital	~~962~~1,~~758~~105,434	~~804~~962,~~833~~758
Treasury stock, at cost: 40,894,822 and 28,937,671 shares held, respectively	(686,680)	(545,559)
Treasury stock, at cost: 46,735,783 and 40,894,822 shares held December 31, 2025 and December 31, 2024, respectively	(742,879)	(686,680)
Accumulated deficit	(68,135)	(16,769)
Accumulated earnings (deficit)	(121,622)	(68,135)
Accumulated other comprehensive (loss) income	(3,076)	332
Accumulated other comprehensive income (loss)	1,844	(3,076)
Total eXp World Holdings, Inc. stockholders' equity	204,869	242,839
TOTAL EQUITY	242,779	204,869
Equity attributable to noncontrolling interest	-	1,169
TOTAL LIABILITIES AND EQUITY	$ 442,480	$ 390,722
TOTAL EQUITY	204,869	244,008
TOTAL LIABILITIES AND EQUITY	$ 390,722	$ 385,668

The accompanying notes are an integral part of these consolidated financial statements.

5033

~~EXP~~Table ~~WORLD~~of ~~HOLDINGS, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME~~Contents

EXP WORLD HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands, except share amounts and per share data)


	~~Year Ended December 31,~~	Year Ended December 31,
	~~2024~~	~~2023~~2025	~~2022~~2024	2023
Revenues	~~$ 4,567,672~~	$ 4,~~273~~772,~~821~~311	$ 4,~~589~~567,~~676~~672	$ 4,273,821
Operating expenses
Commissions and other agent-related costs		4,438,733	4,225,277	3,953,897
Commissions and other agent-related costs	4,225,277	3,953,897	4,228,503
Gross profit		333,578	342,395	319,924
General and administrative expenses	252,369	247,799	275,445
Operating expenses
Technology and development expenses	58,182	59,547	54,199
General and administrative expenses		274,871	252,369	247,799
Sales and marketing expenses	11,908	12,056	15,172
Technology and development expenses		69,618	58,182	59,547
Impairment expense	4,930	-	-
Sales and marketing expenses		10,555	11,908	12,056
Litigation contingency	34,000	-	-
Impairment expense		-	4,930	-
Total operating expenses	4,586,666	4,273,299	4,573,319
Litigation contingency		-	34,000	-
Operating (loss) income	(18,994)	522	16,357
Total operating expenses		355,044	361,389	319,402
Other (income) expense
Operating income (loss)		(21,466)	(18,994)	522
Other (income) expense, net	(4,445)	(4,383)	(803)
Other (income) expense
Equity in losses of unconsolidated affiliates	1,168	1,388	1,624
Other (income) expense, net		(1,513)	(4,445)	(4,383)
Total other (income) expense, net	(3,277)	(2,995)	821
Equity in (income) losses of unconsolidated affiliates		281	1,168	1,388
(Loss) income before income tax expense	(15,717)	3,517	15,536
Other (income) expense, net		(1,232)	(3,277)	(2,995)
Income tax (benefit) expense	1,071	(16)	(8,199)
Income (loss) before income tax expense		(20,234)	(15,717)	3,517
Net (loss) income from continuing operations	(16,788)	3,533	23,735
Income tax (benefit) expense		2,480	1,071	(16)
Net (loss) income from discontinued operations	(4,479)	(12,506)	(8,311)
Net income (loss) from continuing operations		(22,714)	(16,788)	3,533
Net (loss) income attributable to noncontrolling interest	-	-	18
Net income (loss) from discontinued operations		-	(4,479)	(12,506)
Net (loss) income attributable to eXp World Holdings, Inc.	($ 21,267)	($ 8,973)	$ 15,442
Net income (loss)		($ 22,714)	($ 21,267)	($ 8,973)
Earnings (loss) per share
Basic, net (loss) income from continuing operations	($ 0.11)	$ 0.02	$ 0.16
Basic, net income (loss) from continuing operations		($ 0.14)	($ 0.11)	$ 0.02
Basic, net (loss) income from discontinued operations	(0.03)	(0.08)	(0.06)
Basic, net income (loss) from discontinued operations		$ -	($ 0.03)	($ 0.08)
Basic, net (loss) income	($ 0.14)	($ 0.06)	$ 0.10
Basic, net income (loss)		($ 0.14)	($ 0.14)	($ 0.06)
Diluted, net (loss) income from continuing operations	($ 0.11)	$ 0.02	$ 0.15
Diluted, net income (loss) from continuing operations		($ 0.14)	($ 0.11)	$ 0.02
Diluted, net (loss) income from discontinued operations	(0.03)	(0.08)	(0.05)
Diluted, net income (loss) from discontinued operations		$ -	($ 0.03)	($ 0.08)
Diluted, net (loss) income	($ 0.14)	($ 0.06)	$ 0.10
Diluted, net income (loss)		($ 0.14)	($ 0.14)	($ 0.06)
Weighted average shares outstanding
Basic	~~153,684,907~~	~~153~~156,~~232~~879,~~129~~412	~~151~~153,~~036~~684,~~110~~907	153,232,129
Diluted	~~153,684,907~~	156,~~773~~879,~~528~~412	~~156~~153,~~220~~684,~~165~~907	156,773,528
Comprehensive (loss) income:
Comprehensive income (loss):
Net (loss) income	($ 21,267)	($ 8,973)	$ 15,424
Net income (loss)		($ 22,714)	($ 21,267)	($ 8,973)
Comprehensive (loss) income attributable to noncontrolling interests	-	-	18
Other comprehensive income (loss):
Net (loss) income attributable to eXp World Holdings, Inc.	(21,267)	(8,973)	15,442
Foreign currency translation gain (loss), net of tax		4,920	(3,408)	96
Other comprehensive income (loss):
Comprehensive income (loss)		($ 17,794)	($ 24,675)	($ 8,877)
Foreign currency translation gain (loss), net of tax	(3,408)	96	48
Comprehensive (loss) income attributable to eXp World Holdings, Inc.	($ 24,675)	($ 8,877)	$ 15,490

The accompanying notes are an integral part of these consolidated financial statements.

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EXP WORLD HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)


	Year Ended December 31,
	~~2024~~2025	~~2023~~2024	~~2022~~2023
Common stock:
Balance, beginning of period	$ 2	$ 2	$ 12
Agent equity stock compensation	-	-	1
Balance, end of period	2	2	2
Treasury stock:
Balance, beginning of period	(~~545~~686,~~559~~680)	(~~385~~545,~~010~~559)	(~~210~~385,~~009~~010)
Repurchases of common stock	(~~141~~56,~~121~~199)	(~~160~~141,~~549~~121)	(~~179~~160,~~473~~549)
Issuance of treasury stock, for acquisition	-	-	4,472
Balance, end of period	(742,879)	(686,680)	(545,559)
Balance, end of period	(686,680)	(545,559)	(385,010)
Additional paid-in capital:
Balance, beginning of period	~~804~~962,~~833~~758	~~611~~804,~~872~~833	~~401~~611,~~479~~872
Shares issued for stock options exercised	~~2,012~~434	42,~~980~~012	~~612~~4,980
Agent growth incentive stock compensation	36,675	41,995	31,235
Agent growth incentive stock-based compensation	37,627	36,675	41,995
Agent equity stock compensation	111,278	135,226	164,104
Agent equity stock-based compensation	98,149	111,278	135,226
Stock option compensation	76,~~960~~466	107,~~760~~960	1410,~~442~~760
Balance, end of period	~~962~~1,~~758~~105,434	~~804~~962,~~833~~758	~~611~~804,~~872~~833
Accumulated (deficit) earnings:
Accumulated earnings (deficit):
Balance, beginning of period	(1668,~~769~~135)	20(16,~~723~~769)	3020,~~510~~723
Net (loss) income attributable to eXp World Holdings, Inc.	(21,267)	(8,973)	15,442
Net income (loss)	(22,714)	(21,267)	(8,973)
Dividends declared and paid	(30,099)	(28,519)	(25,229)
Dividends declared and paid ($0.05 per share of common stock)	(30,773)	(30,099)	(28,519)
Balance, end of period	(68121,~~135~~622)	(1668,~~769~~135)	20(16,~~723~~769)
Accumulated other comprehensive income (loss):
Balance, beginning of period	~~332~~(3,076)	~~236~~332	~~188~~236
Foreign currency translation gain (loss)	(34,~~408)~~920	96(3,408)	4896
Balance, end of period	(31,~~076)~~844	~~332~~(3,076)	~~236~~332
Noncontrolling interest:
Balance, beginning of period	~~1,169~~-	1,169	1,~~364~~169
Net loss	-	-	(18)
Transactions with noncontrolling interests	-	(1,169)	-
Transactions with noncontrolling interests	(1,169)	-	(177)
Balance, end of period	-	-	1,169
Balance, end of period	-	1,169	1,169
Total equity	$ 242,779	$ 204,869	$ 244,008
Total equity	$ 204,869	$ 244,008	$ 248,992

The accompanying notes are an integral part of these consolidated financial statements.

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EXP WORLD HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Year Ended December 31,
	~~2024~~2025	~~2023~~2024	~~2022~~2023
OPERATING ACTIVITIES
Net income (loss)	($ 2122,~~267~~714)	($ 821,~~973~~267)	($ 158,~~424~~973)
Reconciliation of net income (loss) to net cash provided by operating activities:
Depreciation expense	76,~~835~~870	87,~~352~~835	78,~~934~~352
Amortization expense - intangible assets	2,~~454~~692	2,~~540~~454	12,~~904~~540
Impairment expense	~~4,930~~-	94,~~203~~930	-9,203
Loss on disposition of business	~~266~~-	~~472~~266	~~361~~472
Allowance for credit losses on receivables/bad debt on receivables	~~(615)~~1,101	(~~1,711~~615)	(1,~~816~~711)
Equity in loss of unconsolidated affiliates	~~1,168~~281	1,~~388~~168	1,~~624~~388
Agent growth incentive stock compensation expense	37,265	43,178	30,861
Agent growth incentive stock-based compensation expense	38,364	37,265	43,178
Stock option compensation	76,~~975~~466	107,~~736~~975	1410,~~442~~736
Agent equity stock compensation expense	111,278	135,226	164,104
Agent equity stock-based compensation expense	98,149	111,278	135,226
Deferred income taxes, net	(61,~~521~~736)	(26,~~666~~521)	(152,~~848~~666)
Changes in operating assets and liabilities:
Accounts receivable	(121,~~704~~098)	3(1,~~474~~704)	443,~~935~~474
Prepaids and other assets	3(2,~~041~~875)	(13,~~263)~~041	(1,~~652~~263)
Customer deposits	111,~~110~~544	611,~~761~~110	~~(30~~6,~~998)~~761
Accounts payable	14,~~690~~135	(1,~~491)~~690	2(1,~~432~~491)
Accrued expenses	(121,~~445)~~810	8(1,~~424~~445)	~~(32~~8,~~239)~~424
Long term payable	-	~~(4,677)~~-	1(4,~~983~~677)
Litigation contingency	34(17,000)	-34,000	-
Other operating activities	542,622	~~158~~54	~~148~~158
NET CASH PROVIDED BY OPERATING ACTIVITIES	~~191~~118,~~514~~611	~~209~~191,~~131~~514	~~210~~209,~~535~~131
INVESTING ACTIVITIES
Purchases of property, plant, and equipment	(6,483)	(5,363)	(12,051)
Purchases of property and equipment	(9,569)	(6,483)	(5,363)
Acquisition of business, net of cash acquired	(6,150)	-	(9,910)
Purchase of business	-	(6,150)	-
Proceeds from sale of business	-	~~330~~-	-330
Investments in unconsolidated affiliates	(513,~~447~~246)	(5,~~876~~447)	(~~500~~5,876)
Capitalized software development costs in intangible assets	(~~1,390~~657)	(21,~~594~~390)	-(2,594)
NET CASH USED IN INVESTING ACTIVITIES	(1923,~~470~~472)	(1319,~~503~~470)	(2213,~~461~~503)
FINANCING ACTIVITIES
Repurchase of common stock	(~~141~~56,~~121~~199)	(~~160~~141,~~550~~121)	(~~179~~160,~~473~~550)
Proceeds from exercise of options	~~2,012~~434	42,~~980~~012	~~612~~4,980
Transactions with noncontrolling interests	~~(1,169)~~-	-(1,169)	~~(424)~~-
Dividends declared and paid	(30,~~099~~773)	(2830,~~519~~099)	(2528,~~229~~519)
NET CASH USED IN FINANCING ACTIVITIES	(~~170~~86,~~377~~538)	(~~184~~170,~~089~~377)	(~~204~~184,~~514~~089)
Effect of changes in exchange rates on cash, cash equivalents and restricted cash	(24,~~972)~~274	(382,972)	(8738)
Net change in cash, cash equivalents and restricted cash	(112,~~305)~~875	11(1,~~501~~305)	~~(16~~11,~~527)~~501
Cash, cash equivalents and restricted cash, beginning balance	~~169~~168,~~893~~588	~~159~~169,~~383~~893	~~175~~159,~~910~~383
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE	$ ~~168~~181,~~588~~463	$ ~~170~~168,~~884~~588	$ ~~159~~170,~~383~~884
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid for income taxes	24,~~694~~597	2,~~731~~694	32,~~406~~731
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Termination of lease obligation - operating lease	-	~~859~~-	-859
Issuance of treasury stock, for acquisition	-	-	4,554
Contingent consideration for disposition of business	-	-	1,209
Contingent consideration for disposition of business	-	1,209	-
Property, plant and equipment increase due to transfer of right-of-use lease asset	-	-	1,100
Property, plant and equipment increase due to transfer of right-of-use lease asset	-	1,100	-
Property and equipment purchases in accounts payable	-	-	63
Property, plant and equipment purchases in accounts payable	-	63	63

The accompanying notes are an integral part of these consolidated financial statements.

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eXp World Holdings, Inc.
Notes to Consolidated Financial Statements
(Amounts in thousands, except share and per share amounts, unless otherwise noted)

1.	DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

eXp World Holdings, Inc. (~~collectively with its subsidiaries,~~ the “Company” or “eXp”) was incorporated in ~~the State of~~ Delaware on July 30, 2008. ~~eXp~~The ~~owns~~Company ~~and~~ operates a ~~diversified portfolio of service-based businesses whose operations benefit substantially from utilizing our enabling technology platform. Specifically, we operate a~~ cloud-based real estate brokerage ~~in North America~~ and ~~other international locations, and~~ related ~~affiliated~~ services ~~that~~supporting ~~support the development and success of~~ agents, ~~entrepreneurs~~brokers, and ~~businesses~~entrepreneurs byacross ~~leveraging innovative technologies and integrated services. Our~~ North ~~American~~America and international ~~real estate brokerage is now one of the largest real estate brokerage companies, operating throughout the United States, all of the Canadian provinces, the U~~markets.K., Australia, South Africa, India, Mexico, Portugal, France, Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama, Germany, the Dominican Republic, Greece, New Zealand, Chile, Poland and Dubai.

The accompanying consolidated financial statements ~~have~~are ~~been~~ prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), ~~and are~~ expressed in U.S. dollars., ~~The~~and the Company’s fiscal year ~~end~~ends ison December 31. The preparation of these consolidated financial statements and accompanying notes in conformity with U.S. GAAP requires the use of management estimates.

InThe ~~the first quarter of 2024, the~~ Company ~~determined~~reports ~~that~~results ~~there~~through ~~was~~three asegments: ~~significant~~North ~~change~~American ~~to the Virbela business model. As our customers evolve post-COVID~~Realty, ~~including~~International ~~a return-to-work-offices~~Realty, and inOther ~~light~~Affiliated ofServices ~~ongoing~~(see ~~internal~~Note ~~and~~10 external demand for web-accessible platforms and AI solutions, we experienced a decline in demand for our application-based platform, Virbela, the technology is being replaced with Virbela FrameVR.io technology that will be primarily utilized internally within the Company. As a result of this change, the Company determined that Virbela qualified for reporting as discontinued operations. In accordance with ASC 205 – ~~Presentation~~Segment ofInformation ~~Financial~~to ~~Statements, any remaining assets and liabilities of Virbela will be presented within discontinued operations in~~ the ~~Company’s~~ consolidated ~~balance~~financial ~~sheet~~statements ~~and Virbela’s results of operations have been~~ included inelsewhere ~~discontinued operations~~ in ~~the~~this ~~Company’s~~Annual ~~consolidated statements of comprehensive (loss~~Report) ~~income~~. ~~During the fourth quarter of 2024, the Company completed the disposition of Virbela, the balance sheet was transferred to the purchaser of Virbela, and a loss of $266 was recognized.~~

Prior to 2024, Virbela represented an operating and reporting segment under ASC 280. Beginning in the first quarter of 2024, the remaining operations of Virbela will not meet the operating or reporting segment criteria, therefore, any operating results related to FrameVR.io technologies will be included in the Other Affiliated Services segment. Prior year financial statements and segment information have been reclassified to reflect Virbela as discontinued operations.

The Company evaluated the impact of discontinued operations on the consolidated statements of cash flows and determined that the changes were not material. Accordingly, the prior-period cash flow statements have not been restated. The cash flows of discontinued operations are included within the respective categories of operating, investing, and financing activities in the consolidated statements of cash flows. The cash balances as of December 31, 2023 and December 31, 2022 include the cash held by the discontinued operations.

We report operating results through three reportable segments: North American Realty, International Realty and Other Affiliated Services, as further discussed in Note 11 – Segment Information to the consolidated financial statements included elsewhere in this Annual Report.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The ~~accompanying~~ consolidated financial statements include the accounts of eXp World Holdings, Inc., its wholly-owned subsidiaries, and entities in which wethe ~~have~~Company has a variable interest of which wethe ~~are~~Company is the primary beneficiary. If the Company has a variable interest in an entity but it is not the primary beneficiary of the entity or does not exercise control over the operations and has less than 50% ownership, it will use the equity or cost method of accounting for investments. ~~Entities~~We hold investments in ~~which~~certain ~~the~~equity ~~Company~~securities ~~has~~that ~~less~~do ~~than~~not ahave ~~20%~~readily ~~investment~~determinable fair values and ~~where~~for ~~the~~which ~~Company~~we ~~does~~do not exercise significant influence. These investments qualify for and are accounted for ~~under~~using the ~~cost~~measurement ~~method.~~alternative ~~Intercompany~~under ~~transactions~~Financial ~~and~~Accounting ~~balances~~Standards ~~are~~Board ~~eliminated~~Accounting ~~upon~~Standards ~~consolidation~~Codification (“ASC”) Topic 321, Investments – Equity Securities (“ASC 321”).

Variable interest entities (“VIEs”)

A company is deemed to be the primary beneficiary of a VIE and must consolidate the entity if the company has both: (i) the power to direct a VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Joint ventures

54A joint venture is a contractual arrangement whereby the Company and other parties undertake an economic activity through a jointly controlled entity. Joint control exists when strategic, financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. Joint ventures are accounted for using the equity method and are recognized initially at cost. Joint ventures are typically included in the Other Affiliated Services unless the joint venture specifically supports one of the other reportable segments.

AInvestments joint venture is a contractual arrangement whereby the Company and other parties undertake an economic activity through a jointly controlled entity. Joint control exists when strategic, financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. Joint ventures are accounted for using the equity method and are recognized initially at cost. Joint ventures are typically included in ~~the~~Equity ~~Other Affiliated Services unless the joint venture specifically supports one of the reportable segments.~~Securities

We hold investments in certain equity securities that do not have readily determinable fair values and for which we do not exercise significant influence. These investments qualify for and are accounted for using the measurement alternative under ASC 321.

Use of estimates

~~The~~Preparing ~~preparation of~~ financial statements inunder ~~conformity with~~ U.S. GAAP requires management to make estimates and assumptions that affect ~~the~~ reported amounts ~~of assets~~ and ~~liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period~~disclosures. ~~The~~Key ~~Company~~areas ~~regularly~~requiring ~~evaluates~~ estimates ~~and~~include ~~assumptions related to allowance for~~ credit losses, legal contingencies, income taxes, revenue recognition, stock-based compensation, goodwill, and deferred ~~income~~ tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets ~~and liabilities and the accrual of costs and expenses that are not readily apparent from other sources~~. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Management bases these estimates on current facts, historical experience, and other reasonable factors. Actual results may differ materially and adversely from these estimates, which could affect future results of operations.

Reclassifications

When necessary, the Company will reclassify certain amounts in prior period financial statements to conform to the current period’s presentation. The Company ~~has~~maintains ~~reclassified~~a ~~Virbela~~consistent ~~operations as discontinued operations, and prior year financial statements and segment information have been reclassified to conform with current year~~ presentation. Toacross ~~more clearly present technology and development expenses, the Company elected to present~~ all ~~technology~~periods ~~and development expenses as a separate line item on the consolidated statements of comprehensive (loss) income. In 2023 and 2022, the Company~~ presented ~~technology and development expenses within general and administrative expenses and sales and marketing expenses~~. These amounts have been reclassified, in conformity with the current year’s presentation of technology and development expenses on the consolidated statements of comprehensive (loss) income. These reclassifications had no effect on the reported results of operations.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, money market instruments and all other highly liquid investments purchased with an original or remaining maturity of three months or less at the date of acquisition.

Table of Contents

Restricted cash

Restricted cash ~~consists~~represents ofamounts ~~cash~~ held in escrow by the Company’s brokers and agents on behalf of real estate buyers. ~~The~~These ~~Company~~amounts ~~recognizes~~are arecorded ~~corresponding~~as customer deposit ~~liability~~liabilities until released, at which time the ~~funds~~liability ~~are~~is ~~released~~reduced. ~~Once~~A ~~the~~reconciliation of cash, iscash ~~transferred~~equivalents, ~~from~~and ~~escrow,~~restricted cash to the ~~Company~~amounts ~~reduces~~presented in the ~~respective~~statement ~~customers’~~of ~~deposit~~cash ~~liability~~flows is provided in the following table.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sum to the total of the same amounts shown on the statement of cash flows.


	December 31, ~~2024~~2025	December 31, ~~2023~~2024
Cash and cash equivalents	$ ~~113~~124,~~607~~245	$ ~~125~~113,~~873~~607
Restricted cash	5457,~~981~~218	4454,~~020~~981
Cash in discontinued operations	-	991
Total cash, cash equivalents, and restricted cash	$ 181,463	$ 168,588
Total cash, cash equivalents, and restricted cash	$ 168,588	$ 170,884

Fair value measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices, and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

Input Level		Definitions
Level 1		Inputs are quoted market prices in active markets for identical assets or liabilities (these are observable market inputs).
Level 2		Inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability (includes quoted market prices for similar assets or identical or similar assets in markets in which there are few transactions, prices that are not current or prices that vary substantially).
Level 3		Inputs are unobservable inputs that reflect the entity's own assumptions in pricing the asset or liability (used when little or no market data is available).

The Company holds funds in a money market account. The Company values its money market funds at fair value on a recurring basis.

Accounts receivable and allowance for expected credit losses

The Company isevaluates ~~exposed~~expected to credit losses ~~primarily~~using ~~through~~an ~~trade and other financing receivables arising from revenue transactions. The Company uses the~~ aging schedule ~~method to estimate current expected credit losses (“CECL”) based on days of delinquency, including information about past events~~ and ~~current~~records ~~economic conditions. The Company’s accounts receivable is separated into three categories to evaluate~~ an allowance ~~under~~when ~~the~~amounts ~~CECL~~are ~~impairment~~determined ~~model.~~to ~~The~~be ~~three categories include agent non-commission based fees, agent short-term advances and commissions receivable for real estate property settlements~~uncollectible.

~~The~~As ~~Company~~of ~~increases~~December ~~the~~31, ~~allowance~~2025 ~~for~~and ~~expected~~2024, ~~credits losses when~~ the Company ~~determines~~recognized ~~all~~expected orcredit alosses ~~portion~~ of a$82 ~~receivable~~and is$34, ~~uncollectable~~respectively. ~~The Company recognizes recoveries as a decrease to the allowance for expected credit losses.~~

As of December 31, 2024 and 2023, receivables from real estate property settlements totaled $82,300 and $81,004, respectively, of which the Company recognized expected credit losses of $34 as of December 31, 2024 and no credit losses as of December 31, 2023. As of December 31, 2024 and 2023 agent non-commission based fees receivable and short-term advances totaled $6,980 and $7,268, respectively of which the Company recognized expected credit losses of $1,555 and $2,204, respectively.

Foreign currency translation

The Company’s functional ~~and~~ reporting currency is the ~~United~~U.S. ~~States~~ dollar,. ~~and~~The ~~the~~ functional currency of ~~the~~each ~~Company’s~~ foreign ~~subsidiaries~~subsidiary is ~~the~~its local currency, ofwith ~~their~~monetary ~~country of domicile. Monetary~~ assets and liabilities ~~denominated in foreign currencies are~~ translated ~~using~~at ~~the~~period-end exchange ~~rate~~rates ~~prevailing~~and atnon-monetary ~~the~~items ~~balance~~at ~~sheet~~historical ~~date~~rates. ~~Non-monetary~~Revenues ~~assets~~ and ~~liabilities~~expenses ~~denominated in foreign currencies~~ are translated at ~~rates~~average ~~of exchange in effect at the date of the transaction. Average~~ monthly rates. ~~are~~Translation ~~used~~gains ~~to translate revenues~~ and ~~expenses. Gains and~~ losses ~~arising on translation or settlement of foreign currency denominated transactions or balances~~ are included in ~~the~~other ~~consolidated statements of~~ comprehensive ~~(loss)~~ income, ~~in other~~ (~~income~~loss) ~~expense, net~~. The Company does not ~~employ~~use a hedging ~~strategy~~instruments to manage ~~the impact of~~ foreign currency ~~fluctuations~~risk.

Fixed assets

Fixed assets are ~~stated~~recorded at ~~historical~~ cost and ~~are~~ depreciated on ~~the~~a straight-line ~~method~~basis over ~~the~~ estimated useful lives, generally three to five years for computer hardware and software and five to seven years for furniture, fixtures, and equipment. ~~Useful~~Maintenance ~~lives~~and repairs are: expensed as incurred, while expenditures that extend useful life or improve functionality are capitalized. The Company also capitalizes eligible costs related to the development of internal-use software, including upgrades and enhancements.

Computer hardware and software: 3 to 5 years

Furniture, fixtures and equipment:5 to 7 years

Maintenance and repairs are expensed as incurred. Expenditures that substantially increase an asset’s useful life or improve an asset’s functionality are capitalized.

The Company capitalizes the costs associated with developing its internal-use cloud-based residential real-estate transaction system. Capitalized costs are primarily related to costs incurred in relation to internally created software during the application development stage including costs for upgrades and enhancements that result in additional functionality.

Leases

Leases are agreements, or terms within agreements, that convey the right to control the use of and receive substantially all of the economic benefit from an identified asset for a period of time in exchange for consideration. The Company currently only possesses leases for short-term office space and other low-value assets.

Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to leases that have a lease term of 12 months or less from the commencement date and which do not contain a purchase option. Lease payments on short-term leases and low-value leases are recognized as expenses on a straight-line basis over the lease term.

Software development costs

The Company capitalizes software development costs related to products to be sold, leased, or marketed to external users and internal-use software.

Business combinations

The Company accounts for business combinations using the acquisition method of accounting, under which the consideration for the acquisition is allocated to the assets acquired and liabilities assumed. The Company recognizes identifiable assets acquired and liabilities assumed at the acquisition date fair values as determined by management as of the acquisition date. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. These assumptions and estimates include projected revenues and income growth rates, terminal growth rates, competitive and consumer trends, market-based discount rates and other market factors. If current expectations of future growth rates are not met or market factors outside of the Company’s control change significantly, then goodwill or intangible assets may become impaired.

Acquisition-related costs, such as due diligence, legal and accounting fees, are expensed as incurred and not considered in determining the fair value of the acquired assets.

Impairment of long-lived assets

The Company ~~periodically~~reviews ~~evaluates the carrying value of~~ long-lived assets tofor beimpairment ~~held and used~~ when events ~~and~~or ~~circumstances~~changes ~~warrant~~in ~~such~~circumstances aindicate ~~review.~~that ~~The~~ carrying ~~value~~amounts ofmay anot ~~long-lived~~be ~~asset~~recoverable. isIf ~~considered impaired when~~ the ~~anticipated~~expected undiscounted cash ~~flow~~flows ~~from~~are ~~such asset is~~ less than ~~its~~the carrying value~~. When assets are considered impaired~~, athe ~~loss~~asset is ~~recognized~~written ~~based~~down onto ~~the amount by which the carrying value exceeds the~~ fair value ~~of the long-lived asset~~. ~~Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved.~~

Stock-based compensation

~~Our stock-based compensation is comprised of employee equity incentives, agent growth incentive programs, agent equity program, stock option awards and restricted stock units.~~ Stock-based compensation is more fully disclosed in Note 10 – Stockholders’ Equity. The Company accounts for stock-based compensation granted to employees and non-employees using a fair value method. Stock-based compensation awards are measured at ~~the~~ grant date fair value and ~~are~~ recognized ~~over~~on ~~the~~a ~~requisite~~straight-line ~~service~~basis ~~period~~over of the ~~awards,~~requisite ~~usually~~service ~~the vesting~~ period, ~~on a straight-line basis,~~ net of forfeitures. ~~The~~Awards ~~Company~~with ~~reduces~~performance ~~stock-~~conditions are recognized based ~~compensation~~on ~~for~~the ~~forfeitures~~probable ~~when~~outcome ~~they~~of ~~occur~~those conditions.

Recognition of compensation cost for an award with a performance condition is based on the probable outcome of that performance condition being met.

Revenue recognition

The Company generates ~~substantially~~a ~~all~~substantial portion of its revenue from North American Realty and International Realty segments and generates a de minimis portion of its revenues from ~~software~~its ~~subscription~~Other ~~and~~Affiliated ~~professional~~Services ~~services~~segment. The Company does not have contracts with customers that provide variable consideration.

North American Realty and International Realty

The Company serves as a licensed broker in the areas in which it operates for the purpose of processing residential real estate transactions. The Company is contractually obligated to provide services for the fulfillment of transfers of residential real estate between buyers and sellers. The Company provides these services itself and controls the services necessary to legally transfer residential real estate. Correspondingly, the Company is defined as the principal. The Company, as principal, satisfies its obligation upon the closing of a residential real estate transaction. As principal and upon satisfaction of the performance obligation, the Company recognizes revenue in the gross amount of consideration to which the Company expects to be entitled. The Company estimates and accrues revenue to which it is entitled to for closed transactions but has yet to receive all the necessary closing documents.

Revenue is derived from assisting homebuyers and sellers in listing, marketing, selling and finding residential real estate. Commissions earned on real estate transactions are recognized at the completion of a residential real estate transaction ~~once the Company has satisfied the performance obligation. Agent-related fees charged by the Company are recorded as a reduction to commissions and other agent-related costs.~~

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once the Company has satisfied the performance obligation. Agent-related fees charged by the Company are recorded as a reduction to commissions and other agent-related costs.

Software Subscription and Professional Services

Subscription revenue is derived from fees from customers to access the Company’s virtual reality software platform. The terms of subscriptions do not provide customers the right to take possession of the software. Subscription revenue is generally recognized ratably over the contract term.

Professional services revenue is derived from implementation and consulting services. Professional services revenue is typically recognized over time as the services are rendered, using an efforts-expended (labor hours) input method.

Disaggregated revenue

The Company primarily operates as a real estate brokerage firm and discloses disaggregated revenue from services to customers across its three reportable segments to provide additional insight into the future recognition of revenue and cash flows. The vast majority of the Company’s revenue is derived from providing real estate brokerage services, to purchasers and sellers of homes in the U.S., Canada and internationally. See Note 1110 – Segment Information for details regarding segment and geographic information.

Management provides disaggregation of revenue from its services to customers to provide additional insight into the future recognition of revenue and cash flows.

Sustainable Revenue Share Plan expenses

The Company ~~has~~maintains a revenue ~~sharing~~share ~~plan~~program ~~where~~that ~~its~~allows agents and brokers ~~can~~to ~~receive~~earn additional ~~commission~~ income from real estate transactions ~~consummated~~closed by agents ~~and brokers~~ they have attracted to the Company., ~~Agents~~subject ~~and brokers are eligible for revenue share based on the number of FLQA agents they have attracted~~ to ~~the~~defined ~~Company.~~qualification ~~An FLQA agent is an agent or broker that an agent has personally attracted to the Company who has met specific real estate transaction volume~~ requirements. ~~These~~Payments additional commissions are earned on a multitiered basis by FLQA agents and brokers for real estate transactions within their downstream brokerage network. The supplementary income distributed to the sponsor under the ~~Revenue~~plan ~~Share~~are ~~Plan~~funded ~~is exclusively derived~~ from the Company'’s portion of ~~the~~ transaction ~~commission.~~commissions ~~The~~and ~~Company’s costs incurred under the Revenue Share Plan~~ are ~~included~~recorded as commissions and other agent-related costs in the consolidated statements of comprehensive income (loss) ~~income~~.

Advertising and marketing costs

Advertising and marketing costs are generally expensed in the period incurred. Advertising and marketing expenses are included in the sales and marketing expense line item on the accompanying consolidated statements of comprehensive income (loss) ~~income~~. For the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, the Company incurred advertising and marketing expenses of $1110,~~908~~555, $1211,~~056~~908 and $1512,~~172~~056, respectively.

Income taxes

The Company ~~records~~accounts for income taxes using the asset and liability method. ~~Under~~Deferred ~~this method, deferred income~~ tax assets and liabilities are ~~recorded~~recognized ~~based~~for ontemporary ~~the estimated future tax effects of~~ differences between ~~the~~ financial ~~statement~~reporting and ~~income~~ tax basis of ~~existing~~ assets and liabilities., ~~These differences are~~ measured using ~~the~~ enacted ~~statutory~~ tax rates ~~that are~~ expected to apply towhen ~~taxable~~the ~~income~~differences ~~for~~reverse. ~~the~~Deferred ~~years~~tax inassets ~~which~~are ~~differences~~recorded ~~are~~when ~~expected~~realization tois ~~reverse.~~considered ~~The~~more ~~Company~~likely ~~recognizes~~than ~~the~~not, ~~effect~~and ona ~~deferred~~valuation ~~income~~allowance ~~taxes~~is ofestablished awhen ~~change~~necessary. inUncertain tax ~~rates~~positions inare ~~income~~recognized inwhen ~~the~~it ~~period~~is more likely than not that ~~includes~~the position will be sustained, measured as the ~~enactment~~largest ~~date~~amount of benefit more than 50% likely to be realized upon settlement.

~~The~~Comprehensive Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.(loss)

The Company’s ~~records~~only ~~uncertain~~components ~~tax positions on the basis~~ of acomprehensive ~~two-step~~income ~~process whereby:~~ (iloss) itare ~~determines~~net ~~whether~~income ~~it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and~~ (iiloss) ~~for~~and ~~those~~foreign ~~tax~~currency ~~positions~~translation that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authorityadjustments.

Comprehensive (loss) income

The Company’s only components of comprehensive (loss) income are net (loss) income and foreign currency translation adjustments.

Earnings per share

Basic earnings (loss) per share is computed by dividing the net (loss) income for the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net (loss) income for the period by the weighted average number of shares of common stock outstanding plus, if potentially dilutive common shares outstanding during the period. The Company has paid dividends in 2024, 2023 and 2022. The Company does not have participating shares outstanding.

Accounting pronouncements

The Company has ~~implemented~~adopted all new accounting ~~pronouncements~~standards ~~that~~currently ~~are~~ in effect and ~~that may impact its financial statements and~~ does not believe that ~~there are~~ any ~~other~~recently ~~new~~issued ~~accounting~~ standards ~~that~~will have ~~been issued that might have~~ a material impact on its financial ~~position and results of operations~~statements.

In ~~November~~July ~~2024~~2025, the Financial Accounting Standards Board (“FASB”) issued ~~Accounting Standards Update (“~~ASU”) ~~2024~~2025-~~03 – Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40). ASU 2024-03 requires disclosure in the notes to the financial statements~~05, ~~specified~~which ~~information~~simplifies ~~about certain costs and expenses. The amendment requires that at each interim and annual reporting period an entity: 1) Disclose~~ the ~~amounts~~application of ~~(a)~~the ~~purchases~~Current ofExpected ~~inventory,~~Credit ~~(b)~~Loss ~~employee compensation,~~ (c“CECL”) ~~depreciation,~~model ~~(d)~~for ~~intangible asset amortization and (e) depreciation, depletion, and amortization recognized as part of oil~~short-~~and-gas~~term ~~producing activities~~assets. 2)The ~~Include~~update ~~certain~~provides ~~amounts~~a ~~that~~practical ~~are~~expedient ~~already~~allowing ~~required~~entities to beassume ~~disclosed~~that ~~under~~ current ~~generally~~economic ~~accepted~~conditions ~~accounting~~at ~~principles (GAAP) in~~ the ~~same~~balance ~~disclosure~~sheet asdate ~~the~~will ~~other~~remain ~~disaggregation~~constant ~~requirements.~~over ~~3) Disclose a qualitative description of~~ the ~~amounts~~ remaining inshort ~~relevant~~life ~~expense captions that are not separately disaggregated quantitatively. 4) Disclose the total amount~~ of ~~selling~~accounts ~~expenses~~receivable and, incontract ~~annual reporting periods~~assets, anrather ~~entity’s~~than ~~definition~~requiring ofcomplex ~~selling~~macroeconomic ~~expenses~~forecasting. This ~~amendment~~standard is effective for ~~all~~the ~~public~~Company ~~business~~beginning ~~entities~~January ~~for~~1, ~~annual~~2026, ~~periods~~with ~~beginning~~early ~~after~~adoption ~~December~~permitted. ~~31,~~The ~~2026,~~adoption ~~and~~of ~~interim~~this ~~reporting~~standard ~~periods~~is ~~beginning~~expected ~~after~~to ~~December~~streamline ~~15,~~the ~~2027.~~financial ~~The~~reporting ~~Company~~process isand ~~currently~~eliminate ~~evaluating~~ the ~~effect~~need ~~ASU~~for ~~2024-03~~complex ~~will~~macroeconomic ~~have~~modeling on its ~~disclosures~~short-term commission-related receivables.

3In September 2025, the FASB issued ASU 2025-06 to modernize software cost accounting. ~~ACQUISITIONS~~The amendments remove the traditional project stages to better align with agile and iterative development cycles. Capitalization now begins when management authorizes the project and it is "probable to complete." The standard is effective for the Company for fiscal years beginning after

~~The Company did not complete any material acquisitions during the years ended December 31, 2024 and 2023.~~ 39

OnTable ~~July 1, 2022, the Company acquired Zoocasa Realty Inc. in a stock purchase transaction. The total consideration paid was $17,155 including net cash~~ of $9,910 (net of cash acquired of $2,772), stock issued from treasury of $4,554 and a working capital adjustment. The Zoocasa acquisition has been accounted for using the acquisition method of accounting.Contents

December 15, 2027, with early adoption permitted. The Company anticipates that the adoption of this standard will better align its accounting for internal-use software with its agile development environment and while it is still evaluating the full impact, the update is expected to increase the level of judgment required in determining the commencement of capitalization and may result in a greater portion of development costs being expensed in the earlier stages of its technology projects.

In December 2025, the FASB issued ASU 2025-11 to improve the navigability of interim financial statement disclosures. The update provides a centralized list of required interim disclosures and introduces disclosure principles requiring entities to report significant events occurring since the previous year end that have a material impact. While the ASU clarifies what must be disclosed, it is not intended to significantly change existing reporting volume for SEC filers. The standard is effective for the Company’s interim periods beginning January 1, 2028, and early adoption is permitted. As a result, the Company expects the adoption this standard to enhance the consistency and navigability of its quarterly filings through the application of the new centralized disclosure framework, though it does not anticipate that the adoption of this update will have a material impact on its consolidated financial position or results of operations.

In December 2025, the FASB issued ASU 2025-12 as part of its ongoing project to clarify and correct various sections of the Accounting Standards Codification. Key improvements in this update include clarifications on the calculation of diluted earnings per share (“EPS”) during loss periods and the accounting for treasury stock retirements. The amendments are effective for the Company beginning January 1, 2027, and may be applied either prospectively or retrospectively depending on the specific issue within the update. The Company is currently evaluating the impact of these clarifications on its reporting processes but expects that the adoption of this standard will primarily result in refined calculations of diluted EPS during periods of net loss and provide a more standardized approach to its treasury stock accounting without significantly altering its overall financial position.

43. DISCONTINUED OPERATIONS

In 2023, In accordance with ASC 205-20, the Company determined that Virbela was no longer continuing operations, and the results of the Virbela business ~~are~~have been presented as discontinued operations in the consolidated statements of comprehensive income (loss) and, as such, have been excluded from continuing operations. ~~Further, the Company reclassified the assets and liabilities of the Virbela segment as assets and liabilities of discontinued operations in the consolidated balance sheets.~~ In the fourth quarter of 2024, the Company completed the disposition of Virbela. The following ~~tables~~table ~~present~~presents the information for Virbela’s operations for the ~~year~~years ended December 31, 2024 and 2023, ~~and the balance sheet information as of December 31, 2024 and December 31, 2023~~ (in thousands).


ASSETS AND LIABILITIES OF DISCONTINUED OPERATIONS
INCOME STATEMENT OF DISCONTINUED OPERATIONS

	Year Ended December 31, ~~2024~~	~~December 31, 2023~~
ASSETS
	2025	2024	2023
CURRENT ASSETS
Revenues	$ -	$ 652	$ 7,284
Cash and cash equivalents	$ -	$ 991
Operating expenses
Accounts receivable, net of allowance for credit losses of $189 and $99, respectively	-	626
Cost of revenue	-	3,083	3,156
Prepaids and other assets	-	347
General and administrative expenses	-	3,139	10,804
TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS	-	1,964
Technology and development expenses	-	322	1,003
Property, plant, and equipment, net	-	11
Sales and marketing expenses	-	(2)	100
Intangible assets, net	-	3,469
Impairment expense	-	-	9,203
Deferred tax assets	-	2,089
Total operating expenses	-	6,542	24,266
TOTAL ASSETS OF DISCONTINUED OPERATIONS	$ -	$ 7,533
Operating income (loss)	-	(5,890)	(16,982)

Other (income) expense
LIABILITIES
Other (income) expense, net	-	(278)	(31)
CURRENT LIABILITIES
Total other (income) expense, net	-	(278)	(31)
Accounts payable	$ -	$ 110
Income (loss) before income tax expense	-	(5,612)	(16,951)
Accrued expenses	-	1,699
Income tax benefit (expense)	-	1,133	4,445
TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS	-	1,809
Net income (loss) from discontinued operations	$ -	($ 4,479)	($ 12,506)
TOTAL LIABILITIES OF DISCONTINUED OPERATIONS	$ -	$ 1,809

4. FAIR VALUE MEASUREMENT


INCOME STATEMENT OF DISCONTINUED OPERATIONS

	Year Ended December 31,
	2024	2023	2022
Revenues	$ 652	$ 7,284	$ 8,485
Operating expenses
Cost of revenue	3,083	3,156	2,759
General and administrative expenses	3,139	10,804	15,101
Technology and development expenses	322	1,003	1,408
Sales and marketing expenses	(2)	100	166
Impairment expense	-	9,203	-
Total operating expenses	6,542	24,266	19,434
Operating (loss)	(5,890)	(16,982)	(10,949)
Other income
Other income, net	(278)	(31)	(1)
Total other income, net	(278)	(31)	(1)
(Loss) before income tax expense	(5,612)	(16,951)	(10,948)
Income tax benefit (expense)	1,133	4,445	2,637
Net (loss) income from discontinued operations	($ 4,479)	($ 12,506)	($ 8,311)

5. FAIR VALUE MEASUREMENT

The Company holds funds in a money market account, which are considered Level 1 assets. The Company values its money market funds at fair value on a recurring basis.

As of December 31, ~~2024~~2025 and ~~2023~~2024, the fair value of the Company’s money market funds was $3812,~~344~~397 and $4638,~~268~~344, respectively.

~~There~~The ~~have~~Company ~~been~~holds noinvestments ~~transfers~~in ~~between~~equity ~~Level~~securities 1without readily determinable fair values, ~~Level~~accounted 2for ~~and~~under ~~Level~~the 3measurement alternative in ~~the~~accordance ~~periods~~with ~~presented~~ASC 321. ~~The~~As ~~Company~~of ~~did~~December ~~not~~31, ~~have~~2025, ~~any~~the ~~Level~~carrying 2value orof ~~Level~~these 3investments ~~financial~~was ~~assets~~$12,235, orreflecting ~~liabilities~~an initial acquisition of $11,000 in the first quarter of 2025 and a subsequent capital contribution during the third and fourth quarter of 2025. There were no transfers between levels of the fair value hierarchy, and the Company held no Level 2 financial instruments during the periods presented.

~~6. PREPAIDS AND OTHER ASSETS~~40

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5.	PREPAIDS AND OTHER ASSETS

Prepaids and other assets consisted of the following:


	December 31, ~~2024~~2025	December 31, ~~2023~~2024
Prepaid expenses	$ 76,~~817~~612	$ 57,~~504~~817
Prepaid insurance	24,~~686~~723	2,~~471~~686
Other assets (includes inventory)	13,~~189~~232	1,~~300~~189
Total prepaid expenses	$ 1114,~~692~~567	$ 911,~~275~~692

76. PROPERTY, ~~PLANT~~ AND EQUIPMENT, NET

Property, ~~plant~~ and equipment, net consisted of the following:


	December 31, ~~2024~~2025	December 31, ~~2023~~2024
Computer hardware and software	$ 4453,~~079~~849	$ 3744,~~433~~079
Furniture, fixture, and equipment	2,~~205~~206	2,~~254~~205
Total depreciable property and equipment	4656,~~284~~055	3946,~~687~~284
Less: accumulated depreciation	(3542,~~262~~184)	(2735,~~733~~262)
Depreciable property, net	11,022	11,954
Depreciable property and equipment, net	13,871	11,022
Assets under development	~~593~~443	~~1,013~~593
Property, plant, and equipment, net	$ 11,615	$ 12,967
Property and equipment, net	$ 14,314	$ 11,615

For the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, depreciation expense was $76,~~835~~870, $87,~~352~~835 and $78,~~934~~352, respectively.

607. GOODWILL AND INTANGIBLE ASSETS

8. GOODWILL AND INTANGIBLE ASSETS

Changes in the carrying amount of goodwill were:


	December 31, ~~2024~~2025	December 31, ~~2023~~2024
Goodwill	$ 1617,~~982~~226	$ 2716,~~212~~982
Acquisitions	~~3,737~~-	-3,737
Impairments	~~(2,386)~~-	(82,~~248~~386)
Disposition	-	(2,310)
Currency translation impact	646	(1,107)
Currency translation impact	(1,107)	328
Total goodwill	$ 17,872	$ 17,226
Total goodwill	$ 17,226	$ 16,982

~~During~~The ~~the~~Company ~~fourth~~performed ~~quarter~~its ~~of 2024, as part of the Company’s~~ annual goodwill impairment ~~assessment,~~testing ~~the~~in ~~Company determined that~~ the ~~goodwill associated with SUCCESS was impaired, as a result of the changing market conditions surrounding print media. During the~~ fourth quarter of ~~2023,~~2025 asand ~~part~~2024. ofIn ~~the Company’s annual goodwill impairment assessment~~2024, the Company determined that the goodwill associated with ~~Virbela~~SUCCESS® ~~(included in discontinued operations),~~ was impaired. The Company recognized goodwill impairment ~~charges~~charge of $2,386 ~~and $8,248~~ for the ~~years~~year ended December 31, 2024 ~~and 2023, respectively~~.

The Company has a risk of future impairment to the extent that individual reporting unit performance does not meet projections. Additionally, if current assumptions and estimates, including projected revenues and income growth rates, terminal growth rates, competitive and consumer trends, market-based discount rates and other market factors, are not met, or if valuation factors outside of the Company’s control change unfavorably, the estimated fair value of goodwill could be adversely affected, leading to a potential impairment in the future.

Definite-lived intangible assets were as follows:


	December 31, ~~2024~~2025
	Gross	Accumulated		Net Carrying
	Amount	Amortization	Impairment	Amount
Trade name	$ 2,~~042~~068	($ ~~943~~1,262)	$ -	$ ~~1,099~~806
Existing technology	5,~~349~~996	(24,~~564~~871)	-	21,~~785~~125
Non-competition agreements	~~461~~476	(~~272~~368)	-	~~189~~108
Customer relationships	2,~~560~~011	(~~503~~1,051)	~~(549)~~-	~~1,508~~960
Licensing agreement	210	(210)	-	-
Intellectual property	31,~~448~~453	(~~578~~31)	~~(1,995)~~-	~~875~~1,422
Total intangible assets	$ 1412,~~070~~214	($ 57,~~070~~793)	($ ~~2,544)~~-	$ 64,~~456~~421


	December 31, 2023
	Gross	Accumulated		Net Carrying
	Amount	Amortization	Impairment	Amount
Trade name	$ 2,672	($ 1,030)	$ -	$ 1,642
Existing technology	3,263	(1,122)	-	2,141
Non-competition agreements	468	(125)	-	343
Customer relationships	1,285	(652)	-	633
Licensing agreement	210	(210)	-	-
Intellectual property	2,836	(583)	-	2,253
Total intangible assets	$ 10,734	($ 3,722)	$ -	$ 7,012

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	December 31, 2024
	Gross	Accumulated		Net Carrying
	Amount	Amortization	Impairment	Amount
Trade name	$ 2,042	($ 943)	$ -	$ 1,099
Existing technology	5,349	(2,564)	-	2,785
Non-competition agreements	461	(272)	-	189
Customer relationships	2,560	(503)	(549)	1,508
Licensing agreement	210	(210)	-	-
Intellectual property	3,448	(578)	(1,995)	875
Total intangible assets	$ 14,070	($ 5,070)	($ 2,544)	$ 6,456

For the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, amortization expense for definite-lived intangible assets was $2,~~454~~692, $2,~~540~~454, and $12,~~904~~540, respectively.

As part of the Company’s annual assessment, the Company also reviews the useful lives of its amortizable intangible assets and determines if there should be any change to the amortization period. In 2024, for amortizable intangible assets related to SUCCESS®, the Company determined that customer relationships and content (included in Intellectual Property) should have been fully amortized as of December 31, 2024. This assessment was based on the decline in the estimated fair value for each of those assets. As a result, the Company recognized an impairment loss related to the net book value of the customer lists of $549 and content of $1,995. In 2023, for the amortizable assets related to the Virbela segment, the Company determined that the trade name and the customer relationships that were recognized as part of the acquisition, should be fully amortized as of December 31, 2023. As a result, the Company recognized an impairment loss (included in discontinued operations) related the net book value of the trade name of $585 and customer relationships $370.

In 2025, there was no impairment of goodwill or intangible assets, and there was no change to the useful lives of amortizable intangible assets.

618. ACCRUED EXPENSES

9. ACCRUED EXPENSES

Accrued expenses consisted of the following:


	December 31, ~~2024~~2025	December 31, ~~2023~~2024
Commissions payable	$ 5873,~~984~~474	$ 5958,~~134~~984
Payroll payable	7,~~619~~635	87,~~061~~619
Taxes payable	3,~~999~~791	13,~~207~~999
Stock liability awards	5,~~045~~782	45,~~999~~045
Other accrued expenses	1017,~~014~~526	1310,~~082~~014
	$ 85108,~~661~~208	$ 8685,~~483~~661

109. STOCKHOLDERS’ EQUITY

Common Stock – As of December 31, 2024, our restated certificate of incorporation authorized us to issue 900,000,000 shares of common stock with a par value of $0.00001 per share.

The following table represents a reconciliation of the Company’s issued common stock shares for the periods presented:


	Year Ended December 31,
	2025	2024	2023
Common stock:
Balance, beginning of period	195,028,207	183,606,708	171,656,030
Shares issued for stock options exercised	82,936	380,919	832,993
Agent growth incentive stock-based compensation	2,802,114	1,787,280	2,219,881
Agent equity stock-based compensation	9,872,505	9,253,300	8,897,804
Balance, end of period	207,785,762	195,028,207	183,606,708


	Year Ended December 31,
	2024	2023	2022
Common stock:
Balance, beginning of period	183,606,708	171,656,030	155,516,284
Shares issued for stock options exercised	380,919	832,993	2,105,237
Agent growth incentive stock compensation	1,787,280	2,219,881	2,571,569
Agent equity stock compensation	9,253,300	8,897,804	11,462,940
Balance, end of period	195,028,207	183,606,708	171,656,030

Dividends

The Company declared and paid dividends of $0.05 quarterly in 2025 and 2024. The Company declared and paid dividends of $0.045 in each of the first and second quarters of 2023, $0.05 in each of the third and fourth quarters of 2023. Dividends are declared at the discretion of the Board and are based on various factors, including the Company’s financial condition, results of operations, capital requirements, and market conditions. The total cash dividends paid during each of these years were funded from available cash and were recorded as reductions to accumulated earnings (deficit).

~~The Company’s stockholder approved equity programs described below are administered under the~~ 2024 Equity Incentive Plan, beginning in September 2024. Prior to that time, the equity programs were administered under the 2015 Equity Incentive Plan which has since terminated. The purpose of the equity plan is to retain the services of valued employees, directors, officers, agents and consultants and to incentivize such persons to make contributions to the Company and motivate excellent performance.

The ~~Company~~eXp ~~declared~~World ~~and~~Holdings, ~~paid~~Inc. ~~dividends~~2024 ofEquity ~~$0.05~~Incentive ~~quarterly~~Plan in(the “2024, ~~$0.045~~Plan”) inis ~~each~~a ofstockholder-approved ~~the~~plan ~~first~~that ~~and~~provides ~~second~~for ~~quarters~~broad-based ofequity ~~2023~~grants to service providers, ~~$0.05~~including inemployees, ~~each~~directors, ofagents, ~~the~~and ~~third~~consultants, and ~~fourth~~permits ~~quarters~~the granting of ~~2023,~~restricted ~~$0.040~~stock inunits ~~each~~(“RSUs”), ofstock ~~the~~grants, ~~first~~performance-based ~~and~~awards, ~~second~~stock ~~quarters~~options ofand ~~2022~~stock ~~and~~appreciation $0rights.~~045~~ inRSUs ~~each~~granted ofunder the ~~third~~2024 ~~and~~Plan ~~fourth~~generally ~~quarters~~vest ofover four ~~2022.~~years, ~~Dividends~~based on continued services, and are ~~declared~~settled atupon ~~the~~vesting ~~discretion~~in shares of the ~~Board~~Company’s ofcommon ~~Directors~~stock ~~and~~on ~~are~~a one-for-one ~~based~~basis. onAll ~~various~~RSUs ~~factors,~~granted ~~including~~under the ~~Company’s~~2024 ~~financial~~Plan ~~condition,~~have ~~results~~dividend ofequivalent ~~operations~~rights, ~~capital~~which ~~requirements,~~entitle ~~and~~holders ~~market~~of ~~conditions.~~RSUs ~~The~~to ~~total~~the ~~cash~~same ~~dividends~~dividend ~~paid~~value ~~during~~per ~~each~~share as holders of ~~these~~common ~~years~~stock. ~~were~~A ~~funded~~maximum ~~from~~of ~~available~~approximately 150 ~~cash~~million ~~and~~shares were ~~recorded~~authorized asfor ~~reductions~~issuance pursuant to ~~retained~~2024 ~~earnings~~Plan awards at the time the plan was approved on May 13, 2024.

Table of Contents

The Company’s stockholder approved equity programs described below are administered under the 2024 Plan, beginning in September 2024. Prior to that time, the equity programs were administered under the eXp World Holdings, Inc. 2015 Equity Incentive Plan which has since terminated. The purpose of the 2024 Plan is to retain the services of valued employees, directors, officers, agents and consultants and to incentivize such persons to make contributions to the Company and motivate excellent performance.

2015 Equity Incentive Plan

The eXp World Holdings, Inc. 2015 Equity Incentive Plan, as amended and restated (the “2015 Plan”), is a stockholder-approved plan that provided for broad-based equity grants to service providers, including employees, directors, agents, and consultants. The 2015 Plan permitted the granting of the same types of equity awards with substantially the same terms as the 2024 Plan. In the third quarter of 2024, the Company terminated the authority to grant new awards under the 2015 Plan.

Agent Equity Program (“AEP”)

The Company provides agents and brokers the opportunity to elect to receive 5% of commissions earned from each completed residential real estate transaction in the form of common stock of the Company at a discount recognized by the Company. If agents and brokers elect to receive portions of their commissions in common stock, they are entitled to receive the equivalent number of shares of common stock, based on the fixed monetary value of the commission payable.

For the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, the Company issued 9,~~253~~872,~~300~~505, 89,~~897~~253,~~804~~300 and 118,~~462~~897,~~940~~804 shares of common stock, respectively, to agents and brokers for $~~111~~98,~~278~~149, $~~135~~111,~~226~~278 and $~~164~~135,~~104~~226, respectively, net of discount, attributable to the AEP.

Agent Growth Incentive Program (“AGIP”)

The Company administers AGIP whereby agents and brokers become eligible to receive awards of the Company’s common stock through agent attraction and performance benchmarks. The incentive program encourages greater performance and awards agents with common stock based on achievement of performance milestones. Awards typically vest after performance benchmarks are reached and three years of subsequent service is provided to the Company. Share-based performance awards are based on a fixed-dollar amount of shares once performance metrics are achieved. As such, the awards are classified as liabilities until the number of share awards becomes fixed once the performance metric is achieved.

For the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, the Company’s stock compensation attributable to the AGIP was $37,~~265~~222, $4336,~~178~~998 and $3043,~~861~~178, respectively. The ~~total~~ amount of stock compensation attributable to liability classified awards was $2,~~251~~736, $32,~~832~~251 and $23,~~056~~832 for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

62As of December 31, 2025, the total unrecognized compensation costs associated with these awards, where the performance metric has been achieved and the number of shares awarded are fixed, was $59,896, which is expected to be recognized over a weighted-average period of approximately 2.02 years.

The following table illustrates changes in the Company’s stock compensation liability, included in accrued liabilities for the periods presented:


		Amount
Stock grant liability balance at December 31, 2022		$ 3,885
Stock grant liability increase year to date		3,832
Stock grants reclassified from liability to equity year to date		(2,717)
Balance, December 31, 2023		$ 5,000
Stock grant liability increase year to date		2,251
Stock grants reclassified from liability to equity year to date		(2,206)
Balance, December 31, 2024		$ 5,045
Stock grant liability increase year to date		2,736
Stock grants reclassified from liability to equity year to date		(1,999)
Balance, December 31, 2025		$ 5,782

As of December 31, 2024, the Company had 7,959,572 unvested common stock awards and unrecognized compensation costs totaling $59,519 attributable to stock awards where the performance metric has been achieved and the number of shares awarded are fixed. The cost is expected to be recognized over a weighted average period of 2.01 years.

The following table illustrates the Company’s stock activity for the Agent Growth Incentive Program for stock awards where the performance metric has been achieved for the following periods:


		Weighted Average
		Grant Date
	Shares	Fair Value
Balance, December 31, 2022	5,698,997	$ 17.68
Granted	4,642,035	15.04
Vested and issued	(2,219,881)	11.73
Forfeited	(1,245,862)	17.35
Balance, December 31, 2023	6,875,289	$ 17.80
Granted	4,588,562	12.22
Vested and issued	(1,787,280)	22.99
Forfeited	(1,720,193)	15.93
Balance, December 31, 2024	7,956,378	$13.80

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The following table illustrates the Company’s stock activity for the AGIP for stock awards where the performance metric has been achieved for the following periods:


			Weighted Average
			Grant Date
	Shares		Fair Value
Balance, December 31, 2023	6,875,289		$ 17.80
Granted	4,472,988		12.22
Vested and issued	(1,773,129)		22.99
Forfeited	(1,720,193)		15.93
Balance, December 31, 2024	7,854,955		$ 13.80
Granted	5,490,988		10.06
Vested and issued	(2,715,482)		13.65
Forfeited	(1,355,254)		12.66
Balance, December 31, 2025	9,275,207		$11.74

Activity related to Other Restricted Stock Units (“RSUs”), which was previously included in the AGIP stock activity table for prior years, is now presented independently in the Other Restricted Stock Units section below.

Other Restricted Stock Units

RSUs may be granted to directors, officers, certain employees and consultants. Each RSU represents the right to receive one share of the Company’s common stock upon vesting, subject to time-based and/or performance-based restrictions. RSUs typically vest over a three-year period with equal and periodically graded vesting or cliff vesting, as applicable. The fair value of RSUs granted is determined based on the closing market price of the Company's common stock on the grant date. The total fair value of RSUs is recognized as stock-based compensation expense over the vesting period, with adjustments for estimated forfeitures.

For the years ended December 31, 2025, 2024 and 2023, the Company's stock compensation attributable to these RSUs was $1,142, $267 and $0, respectively.

As of December 31, 2025, the total unrecognized compensation costs associated with these RSUs was $2,877, which is expected to be recognized over a weighted-average period of approximately 2.21 years.

The following table illustrates the Company’s RSU activity for the following periods:


			Weighted Average
			Grant Date
	Shares		Fair Value
Balance, December 31, 2023	-		$ -
Granted	115,574		12.89
Vested and issued	(14,151)		12.06
Forfeited	-		-
Balance, December 31, 2024	101,423		$ 13.00
Granted	300,410		10.13
Vested and issued	(86,632)		11.02
Forfeited	(20,508)		12.34
Balance, December 31, 2025	294,693		$10.71

Stock Option Awards

Stock options are granted to directors, officers, certain employees and consultants with an exercise price equal to the fair market value of common stock on the grant date and the stock options expire 10 years from the date of grant. These options generally have time-based restrictions with equal and periodically graded vesting over a three-year period.

The fair value of the options issued is calculated using a Black-Scholes-Merton option-pricing model with the following assumptions:


	2025	2024	2023
Expected term	5 years	5 years	5 - 6 years
Expected volatility	68.69% - 74.72%	73.51% - 74.29%	73.64% - 76.78%
Risk-free interest rate	3.54% - 4.41%	3.48% - 4.61%	3.28% - 4.86%
Dividend yield	1.76% - 2.24%	1.39% - 1.99%	0.72% - 1.64%

Table of Contents


	2024	2023	2022
Expected term	5 years	5 - 6 years	5 - 6 years
Expected volatility	73.51% - 74.29%	73.64% - 76.78%	72.84% - 76.49%
Risk-free interest rate	3.48% - 4.61%	3.28% - 4.86%	1.49% - 4.10%
Dividend yield	1.39% - 1.99%	0.72% - 1.64%	0.53% - 1.48%

The following table illustrates the Company’s stock option activity for the following periods:


								Weighted
								Average
				Weighted				Remaining
				Average				Contractual Term
		Options		Exercise Price		Intrinsic Value		(Years)
Balance at December 31, 2023		6,198,544		$ 14.23		$ 3.62		7.29
Granted		1,012,111		11.74		-		9.19
Exercised		(380,919)		5.29		5.79		—
Forfeited		(959,539)		18.84		0.05		—
Expired		(300,052)		23.60		0.04		—
Balance at December 31, 2024		5,570,145		$ 13.09		$ 1.17		6.97
Granted		557,664		10.15		-		8.95
Exercised		(82,936)		5.22		5.34		—
Forfeited		(763,475)		14.39		0.08		—
Expired		(118,165)		14.23		0.02		—
Balance at December 31, 2025		5,163,233		$ 12.72		$ 0.36		6.14
Exercisable at December 31, 2025		3,798,468		$ 12.93		$ 0.50		5.27
Vested at December 31, 2025		3,798,468		$ 12.93		$ 0.50		5.27

				Weighted
				Average
		Options		Exercise Price
Range of stock option exercise prices at December 31, 2025:
$0.01 - $10.00 (average remaining life - 4.52 years)		2,261,770		$ 8.91
$10.01 - $30.00 (average remaining life - 7.5 years)		2,678,741		$ 13.91
$30.01 - $60.00 (average remaining life - 5.4 years)		222,722		$ 38.14


				Weighted
				Average
		Weighted		Remaining
		Average		Contractual Term
	Options	Exercise Price	Intrinsic Value	(Years)
Balance December 31, 2022	5,774,522	$ 13.56	$ 2.21	7.63
Granted	2,468,299	14.81	-	8.46
Exercised	(832,993)	5.90	14.97	—
Forfeited	(1,198,706)	17.77	2.27	—
Expired	(12,578)	35.54	0.29	—
Balance at December 31, 2023	6,198,544	$ 14.23	$ 3.62	7.29
Granted	1,012,111	11.74	-	9.19
Exercised	(380,919)	5.29	5.79	—
Forfeited	(959,539)	18.84	0.05	—
Expired	(300,052)	23.60	0.04	—
Balance at December 31, 2024	5,570,145	$ 13.09	$ 1.17	6.97
Exercisable at December 31, 2024	3,380,785	$ 12.51	$ 1.83	5.86
Vested at December 31, 2024	3,380,785	$ 12.51	$ 1.83	5.86

		Weighted
		Average
	Options	Exercise Price
Range of stock option exercise prices at December 31, 2024:
$0.01 - $10.00 (average remaining life - 5.08 years)	2,215,601	$ 8.74
$10.01 - $30.00 (average remaining life - 8.35 years)	3,112,541	$ 14.23
$30.01 - $60.00 (average remaining life - 6.39 years)	242,003	$ 38.37

The grant date fair value of options to purchase common stock is recorded as stock-based compensation over the vesting period. As of December 31, 2025, unrecognized compensation cost associated with the Company’s outstanding stock options was $7,811, which is expected to be recognized over a weighted-average period of approximately 0.75 years.

The grant date fair value of options to purchase common stock is recorded as stock-based compensation over the vesting period. As of December 31, 2024, unrecognized compensation cost associated with the Company’s outstanding stock options was $14,259, which is expected to be recognized over a weighted-average period of approximately 1.18 years.

Other Awards

In addition to the core programs described above, the Company may grant other equity-based or ad hoc awards as needed to attract and retain employees, agents, or team leaders. These awards are generally granted with time-based or performance-based vesting conditions, and the terms are determined based on the specific objectives of the grant.

To date, participation and grants of this variety have been limited.

Restricted Stock Units

Beginning in 2024, the Company granted restricted stock units (“RSUs”) to officers and certain employees and may grant them to directors and consultants in the future. Each RSU represents the right to receive one share of the Company’s common stock upon vesting, subject to time-based and/or performance-based restrictions. RSUs typically vest over a three-year period with equal and periodically graded vesting or cliff vesting, as applicable. RSUs do not have an exercise price, and no payment is required by the grantee to receive the shares upon vesting.

The fair value of the RSUs granted is determined based on the closing market price of the Company's common stock on the grant date. The total fair value of RSUs is recognized as stock-based compensation expense over the vesting period, with adjustments for estimated forfeitures.

For the year ended December 31, 2024, the Company granted 115,574 RSU’s with a weighted average grant date fair value of $13.00. As of December 31, 2024, the total unrecognized stock-based compensation expense associated with RSUs was $1,222 which is expected to be recognized over a weighted-average period of approximately 2.27 years.

Stock Repurchase Program

InDuring ~~December 2018~~2025, the Company’s ~~Board~~repurchased 5,840,961 shares of ~~Directors~~its ~~(the~~common ~~“Board”)~~stock ~~approved~~for a$56.2 million. ~~stock~~The Company’s share repurchase program ~~authorizing~~does not obligate the Company to ~~purchase~~acquire upa minimum amount of shares and it limits the Company’s aggregate repurchases to $251.0 ~~million~~billion. ofUnder ~~its~~the ~~common~~programs, ~~stock~~shares may be repurchased in privately negotiated or open market transactions, ~~which~~including ~~was~~under ~~later~~plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. inFor ~~November~~accounting ~~2019~~purposes, ~~increasing~~common stock repurchased under the ~~authorized~~stock repurchase ~~amount~~programs tois ~~$75~~recorded based upon the trade date of the applicable trade.0 ~~million~~Such repurchased shares are held in treasury and are presented using the cost method. InThese ~~December~~shares ~~2020,~~are considered issued but not outstanding. The following table shows the ~~Board~~changes ~~approved~~in ~~another~~treasury ~~amendment~~stock toshares for the ~~repurchase~~periods presented:

plan, increasing the total amount authorized to be purchased from $75.0 million to $400.0 million. In May 2022, the Board approved an increase to the total amount of its buyback program from $400.0 million to $500.0 million. In June 2023, the Board approved an increase to the total amount of its buyback program from $500.0 million to $1.0 billion. Purchases under the repurchase program may be made in the open market or through a 10b5-1 plan and are expected to comply with Rule 10b-18 under the Exchange Act, as amended. The timing and number of shares repurchased depends upon market conditions. The repurchase program does not require the Company to acquire a specific number of shares. The cost of the shares that are repurchased is funded from cash and cash equivalents on hand.

10b5-1 Repurchase Plan

The Company maintains an internal stock repurchase program with program changes subject to Board consent. From time to time, the Company adopts written trading plans pursuant to Rule 10b5-1 of the Exchange Act to conduct repurchases on the open market.

On January 10, 2022, the Company and Stephens Inc. entered into a form of Issuer Repurchase Plan (“Issuer Repurchase Plan”) which authorized Stephens to repurchase up to $10.0 million of its common stock per month. On May 3, 2022, the Board approved a form of first amendment to the Issuer Repurchase Plan to increase monthly repurchases from $10.0 million of its common stock per month up to $20.0 million, which amendment was signed May 6, 2022. On September 27, 2022, the Board approved and the Company entered into, a form of second amendment to the Issuer Repurchase Plan, to decrease the monthly repurchases from $20.0 million of its common stock per month to $13.3 million, in anticipation of volume decreases in connection with the contraction in the real estate market. On December 27, 2022, the Board approved and the Company entered into, a form of third amendment to the Issuer Repurchase Plan, to decrease the monthly repurchases from $13.3 million of its common stock per month to $10.0 million, in connection with ongoing contractions in the real estate market.

On May 10, 2023, the Board approved and, on May 11, 2023, the Company entered into, a form of fourth amendment to the Issuer Repurchase Plan, to increase the monthly repurchase amounts during 2023 due to actual and projected changes in the Company’s cash and cash equivalents; specifically, to permit purchases of up to: (i) $17.0 million during May 2023, (ii) $22.0 million during June 2023, (iii) $18.67 million during any calendar month commencing July 1, 2023 through and including September 30, 2023, and (iv) $12.0 million during any calendar month commencing October 1, 2023 through and including December 31, 2023. On June 26, 2023, the Board approved, and the Company entered into, a form of fifth amendment to the Issuer Repurchase Plan to increase the maximum aggregate buyback from $500.0 million to $1.0 billion in accordance with the repurchase program limit. On November 17, 2023, the Board approved, and the Company entered into, a form of sixth amendment to the Issuer Repurchase Plan to reduce the monthly repurchase from (i) $12.0 million to $8.0 million during November 2023, (ii) from $12.0 million to $6.0 million during any calendar month commencing December 1, 2023 through and including June 30, 2024.

On March 5, 2024, the Board approved, and, on March 6, 2024, the Company entered into, a form of seventh amendment to the Issuer Repurchase Plan to increase the monthly repurchase from (i) $6.0 million to $20.0 million during any calendar month commencing March 1, 2024 through and including April 30, 2024, and (ii) from $6.0 million to $15.0 million during any calendar month commencing May 1, 2024 through and including December 31, 2024. On June 19, 2024, the Board approved, and the Company entered into, a form of eighth amendment to the Issuer Repurchase Plan to decrease the monthly repurchase from (i) $15.0 million to $11.7 million during any calendar month commencing July 1, 2024 through and including September 30, 2024, and (ii) from $15.0 million to $8.3 million during any calendar month commencing October 1, 2024 through and including December 31, 2024. On December 5, 2024, the Board approved, and the Company entered into, a form of ninth amendment to the Issuer Repurchase Plan to establish the monthly repurchase maximum as (i) $1.5 million during the calendar months commencing January 1, 2025 and ending February 28, 2025, (ii) $2.0 million during the calendar month commencing March 1, 2025 and ending March 31, 2025, (iii) $10.0 million during the calendar months commencing April 1, 2025 and ending June 30, 2025, (iv) $15.0 million during the calendar months commencing July 1, 2025 and ending October 31, 2025, and (v) $10.0 million during the calendar months commencing November 1, 2025 and ending December 31, 2025.

For accounting purposes, common stock repurchased under the stock repurchase programs is recorded based upon the settlement date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method. These shares are considered issued but not outstanding. The following table shows the changes in treasury stock shares for the periods presented:


	Year Ended December 31,
	~~2024~~2025	~~2023~~2024	~~2022~~2023
Treasury stock:
Balance, beginning of period	2840,~~937~~894,~~671~~822	1828,~~816~~937,~~791~~671	618,~~751~~816,~~692~~791
Repurchases of common stock	115,~~957~~840,~~151~~961	1011,~~110~~957,~~152~~151	1210,~~408~~110,~~430~~152
Forfeiture to treasury stock for acquisition	-	~~10,728~~-	-10,728
Issuance of treasury stock for acquisition	-	-	(343,331)
Balance, end of period	46,735,783	40,894,822	28,937,671
Balance, end of period	40,894,822	28,937,671	18,816,791

10. SEGMENT INFORMATION

65Segment information aligns with how the Chief Operating Decision Maker (“CODM”), Glenn Sanford, Chief Executive Officer of eXp World Holdings, Inc., manages the business and allocates resources as three operating segments. The Company determines an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has discrete financial information, and is (iii) regularly reviewed by the CODM. Once operating segments are identified, the Company performs a quantitative analysis of the current and historic revenues and profitability for each operating segment, together with a qualitative assessment to determine if operating segments have similar operating characteristics. The Company has three operating segments and three reportable segments.

~~11. SEGMENT~~Table ~~INFORMATION~~of Contents

~~Segment~~The ~~information~~CODM ~~aligns~~uses ~~with~~revenues, ~~how~~segment ~~the~~adjusted ~~Chief~~EBITDA, ~~Operating~~and ~~Decision~~operating ~~Maker~~income (~~“CODM”~~loss), ~~Glenn~~as ~~Sanford,~~key ~~Chief~~metrics ~~Executive~~to ~~Officer~~evaluate ofthe ~~eXp~~operating ~~World~~and ~~Holdings,~~financial ~~Inc.~~performance of a segment, ~~manages~~identify trends affecting the ~~business~~segments, ~~and~~develop ~~allocates~~projections ~~resources~~and asmake ~~three~~strategic ~~operating~~business ~~segments~~decisions. The ~~Company~~CODM ~~determines~~also anregularly ~~operating~~reviews ~~segment~~commissions ifand aother ~~component~~agent-related ~~(i)~~costs ~~engages~~to inassess ~~business~~segment ~~activities~~performance. ~~from~~Commissions ~~which~~and itother ~~earns~~agent-related ~~revenues~~costs ~~and~~include ~~incurs~~sales ~~expenses~~commissions, ~~(ii)~~revenue ~~has~~share ~~discrete financial information~~ and isstock-based ~~(iii)~~compensation ~~regularly~~paid ~~reviewed~~to by the ~~CODM~~Company’s agents. ~~Once~~segment ~~operating~~adjusted ~~segments~~EBITDA ~~are~~for ~~identified,~~ the ~~Company~~reportable ~~performs~~segments ais ~~quantitative~~defined ~~analysis~~as ofnet ~~the~~income ~~current~~before depreciation and ~~historic~~amortization, ~~revenues~~interest ~~and~~expense, ~~profitability~~income ~~for~~taxes, ~~each~~stock ~~operating~~compensation ~~segment~~expense, ~~together~~stock ~~with~~option aexpense, ~~qualitative~~and ~~assessment~~other toitems ~~determine~~that ifare ~~operating~~not ~~segments~~core ~~have~~to ~~similar~~the operating ~~characteristics.~~activities Weof ~~have~~the ~~three~~Company. ~~operating~~The ~~segments~~Company’s ~~and~~ three reportable segments. are as follows:

The CODM uses revenues and Adjusted Segment EBITDA as key metrics to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions. The CODM also regularly reviews commissions and other agent-related costs to assess segment performance. Commissions and other agent-related costs include sales commissions, revenue share and stock-based compensation paid to our agents. Adjusted Segment EBITDA for the reportable segments is defined as net income before depreciation and amortization, interest expense, income taxes, and other items that are not core to the operating activities of the Company. The Company’s three reportable segments as follows:

●

North American Realty: includes real estate brokerage operations in the United States and Canada, as well as lead-generation and other real estate support services provided in North America.

●

International Realty: includes real estate brokerage operations in all other international locations.

● Other Affiliated Services: includes ~~our~~ SUCCESS® Magazine, ~~FrameVR.io,~~ and other ancillary ventures.

~~Historically,~~The ~~the~~ Company ~~has~~also ~~reported~~reports ~~results~~corporate ~~for four reportable segments. In the first quarter of 2024~~expenses, ~~the Company determined that the Virbela segment qualified for reporting~~ as ~~discontinued~~further ~~operations.~~detailed ~~In prior years~~below, ~~Virbela~~as ~~represented~~“Corporate anexpenses ~~operating~~ and ~~reporting~~other” ~~segment~~which ~~under~~include ~~ASC~~expenses ~~280.~~incurred ~~Prior~~in ~~years~~connection ~~segment~~with ~~information~~business ~~has~~development ~~been~~support ~~reclassified~~provided to ~~remove~~the ~~Virbela~~agents ~~from~~as ~~the~~well ~~segment~~as ~~disclosure~~resources, inincluding ~~accordance~~administrative, ~~with~~brokerage ~~discontinued~~ operations ~~treatment~~and legal functions.

~~The~~All ~~Company~~segments ~~also~~follow ~~reports~~the ~~corporate~~same ~~expenses,~~basis asof ~~further~~presentation ~~detailed~~and ~~below,~~accounting policies as ~~“Corporate~~those ~~and~~described ~~other”~~in ~~which~~Note ~~include~~2 ~~expenses~~– ~~incurred~~Summary inof ~~connection~~Significant ~~with~~Accounting ~~business~~Policies. ~~development~~The ~~support~~following ~~provided~~table provides information about the Company’s reportable segments and a reconciliation of the total segment Revenues to consolidated Revenues. Financial information for the ~~agents~~comparable asprior ~~well~~periods aspresented ~~resources,~~have ~~including~~been ~~administrative,~~revised ~~brokerage~~to ~~operations~~conform ~~and~~with ~~legal~~the ~~functions~~current year presentation.

All segments follow the same basis of presentation and accounting policies as those described in Footnote 2 – Summary of Significant Accounting Policies. The following table provides information about the Company’s reportable segments and a reconciliation of the total segment Revenues to consolidated Revenues and Adjusted Segment EBITDA to the consolidated operating profit (in thousands). Financial information for the comparable prior periods presented have been revised to conform with the current year presentation.


	Revenues
	Year Ended December 31,
	~~2024~~2025	~~2023~~2024	~~2022~~2023
North American Realty	$ 4,~~478~~624,~~293~~913	$ 4,~~220~~478,~~063~~293	$ 4,~~552~~220,~~939~~063
International Realty	~~88,~~146,930	5388,~~931~~146	3553,~~924~~931
Other Affiliated Services	62,~~105~~873	46,~~802~~105	54,~~084~~802
Revenues reconciliation:
Commissions reconciliation:
Segment eliminations	(42,~~872~~405)	(4,~~975~~872)	(4,~~271~~975)
Consolidated revenues	$ 4,~~567~~772,~~672~~311	$ 4,~~273~~567,~~821~~672	$ 4,~~589~~273,~~676~~821


	Commissions and other agent-related costs
	Year Ended December 31,
	~~2024~~2025	~~2023~~2024	~~2022~~2023
North American Realty	$ 4,~~153~~315,~~113~~316	$ 34,~~910~~153,~~851~~113	$ 43,~~200~~910,~~134~~851
International Realty	71122,~~657~~061	4371,~~103~~657	2743,~~597~~103
Other Affiliated Services	21,~~742~~356	2,~~448~~742	2,~~973~~448
Commissions reconciliation:
Segment eliminations	~~(2,235)~~-	(2,~~505~~235)	(2,~~201~~505)
Consolidated commissions and other agent-related costs	$ 4,~~225~~438,~~277~~733	$ 34,~~953~~225,~~897~~277	$ 43,~~228~~953,~~503~~897


	Adjusted EBITDA
	Year Ended December 31,
	2024	2023	2022
North American Realty	$ 99,253	$ 91,101	$ 103,255
International Realty	(9,481)	(13,657)	(13,708)
Other Affiliated Services	(4,876)	(3,795)	(2,600)
Corporate expenses and other	(9,413)	(8,321)	(15,449)
Consolidated Adjusted EBITDA	$ 75,483	$ 65,328	$ 71,498

(Loss) income before income tax expense reconciliation:
Depreciation and amortization expense	10,289	10,892	9,838
Impairment expense	4,930	-	-
Litigation contingency	34,000	-	-
Stock compensation expense	37,285	43,178	30,861
Stock option expense	7,973	10,736	14,442
Other (income) expense, net	(3,277)	(2,995)	821
Consolidated (loss) income before income tax expense	($ 15,717)	$ 3,517	$ 15,536

Table of Contents


	Adjusted EBITDA
	Year Ended December 31,
	2025	2024	2023
North American Realty	$ 59,753	$ 99,253	$ 91,101
International Realty	(9,933)	(9,481)	(13,657)
Other Affiliated Services	(5,804)	(4,876)	(3,795)
Corporate expenses and other	(10,844)	(9,413)	(8,321)
Consolidated adjusted EBITDA	$ 33,172	$ 75,483	$ 65,328

Income (loss) before income tax expense reconciliation:
Depreciation and amortization expense	9,562	10,289	10,892
Impairment expense	-	4,930	-
Litigation contingency	-	34,000	-
Stock-based compensation expense	38,610	37,285	43,178
Stock option expense	6,466	7,973	10,736
Other (income) expense, net	(1,232)	(3,277)	(2

Filing Compare · eXp World Holdings, Inc.