# Douglas Elliman Inc.: Form 10-Q for the period ended Sep 30, 2025

- Company: [Douglas Elliman Inc.](/companies/doug.md) (CIK 1878897)
- Form: 10-Q
- Filed: 2025-11-05
- Accepted by EDGAR: Nov 5, 2025, 16:56 ET
- Period: 2025-09-30
- Accession: 0001878897-25-000067
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1878897/000187889725000067/doug-20250930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1878897/000187889725000067/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-07-01 to 2025-09-30 | $262.8m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2025-01-01 to 2025-09-30 | $787.6m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Operating income | 3 months, 2025-07-01 to 2025-09-30 | −$10.7m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-01-01 to 2025-09-30 | −$21.5m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-07-01 to 2025-09-30 | $1.6m | us-gaap:InterestExpenseNonoperating |
| Interest expense | 9 months, 2025-01-01 to 2025-09-30 | $4.6m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-07-01 to 2025-09-30 | $11.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2025-01-01 to 2025-09-30 | $11.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-07-01 to 2025-09-30 | −$24.7m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-01-01 to 2025-09-30 | −$53.3m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-07-01 to 2025-09-30 | −$0.29 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-01-01 to 2025-09-30 | −$0.63 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-07-01 to 2025-09-30 | −$0.29 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-01-01 to 2025-09-30 | −$0.63 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-07-01 to 2025-09-30 | 84,574,664 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-01-01 to 2025-09-30 | 84,477,033 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-01-01 to 2025-09-30 | $505.0k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2025-01-01 to 2025-09-30 | $3.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-09-30 | $143.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-09-30 | $192.9m | us-gaap:AssetsCurrent |
| Total assets | at 2025-09-30 | $480.6m | us-gaap:Assets |
| Current liabilities | at 2025-09-30 | $100.6m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-09-30 | $365.8m | us-gaap:Liabilities |
| Long-term debt | at 2025-09-30 | $34.7m | us-gaap:LongTermDebtNoncurrent |
| Shareholders' equity | at 2025-09-30 | $115.1m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 45,725 characters.

(Dollars in Thousands, Except Per Share Amounts or Stated Otherwise)

*The following discussion should be read in conjunction with our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and Audited Consolidated Financial Statements as of and for the year ended December 31, 2024 and Notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”), and our Condensed Consolidated Financial Statements and related Notes as of and for the three and nine months ended September 30, 2025. Any forward-looking statements are not historical facts, but rather they are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Any forward-looking statements are subject to several important factors, including those factors discussed under “Risk Factors” in our 2024 Annual Report and this Quarterly Report and “Special Note on Forward-Looking Statements,” that could cause our actual results to differ materially from those indicated in such forward-looking statements. References to “Douglas Elliman” or “Company” refer to Douglas Elliman Inc. Certain references to “Douglas Elliman Realty” refer to the Company’s residential real estate brokerage business, including the operations of Douglas Elliman Realty, LLC and Douglas Elliman of California Inc., unless otherwise specified.*

### Overview

Douglas Elliman Realty operates the largest residential brokerage company in the New York metropolitan area and also conducts residential real estate brokerage operations in Florida, California, Texas, Colorado, Nevada, Massachusetts, Connecticut, Maryland, Virginia, Washington, D.C., and New Jersey. We also operate our investment business that invests in select PropTech opportunities through our DOUG Ventures (f/k/a New Valley Ventures LLC) subsidiary.

### Change in Reportable Segments

Beginning in the first quarter of 2025, our business began to report our financial results as a single reportable segment. Presentation of our financial information for the three and nine months ended September 30, 2025 and 2024, and year ended December 31, 2024 is reported as one segment. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. Prior period information has been recast to conform to the current presentation. For more information, see Note 11, “Segment Information” to our condensed consolidated financial statements.

### Key Business Metrics and Non-GAAP Financial Measures

In addition to our financial results, we use the following business metrics to evaluate our business and identify trends affecting our business. To evaluate our operating performance, we also use Adjusted EBITDA attributed to Douglas Elliman, Adjusted EBITDA attributed to Douglas Elliman Margin and financial measures for the last twelve months ended September 30, 2025 (“Non-GAAP Financial Measures”), which are financial measures not prepared in accordance with GAAP.

### Key Business Metrics

|  | Last twelve months ended September 30, 2025 | Nine months ended September 30, 2025 | 2024 | Year ended December 31, 2024 |
| --- | ---: | ---: | ---: | ---: |
| Total transactions (1) | 21,436 | 16,099 | 16,444 | 21,781 |
| Gross transaction value (in billions) (2) | $38.9 | $30.1 | $27.6 | $36.4 |
| Average transaction value per transaction (in thousands) (3) | $1,813.4 | $1,870.9 | $1,679.1 | $1,669.6 |
| Number of Principal Agents (4) | 4,655 | 4,655 | 5,062 | 5,264 |
| Annual Retention (5) | 84% | N/A | N/A | 89% |
| Net loss attributed to Douglas Elliman Inc. | $(59,346) | $(53,349) | $(70,319) | $(76,316) |
| Net loss margin | (5.76)% | (6.77)% | (9.35)% | (7.67)% |
| Adjusted EBITDA attributed to Douglas Elliman | $(2,454) | $2,949 | $(12,380) | $(17,783) |
| Adjusted EBITDA attributed to Douglas Elliman Margin | (0.24)% | 0.37% | (1.65)% | (1.79)% |

(1) We calculate total transactions by taking the sum of all transactions closed that our agent represented the buyer or seller in the purchase or sale of a home (excluding rental transactions). We include a single transaction twice when one or more of our agents represent both the buyer and seller in any given transaction.

(2) Gross transaction value is the sum of all closing sale prices for homes transacted by our agents (excluding rental transactions). We include the value of a single transaction twice when our agents serve both the home buyer and home seller in the transaction.

(3) Average transaction value per transaction is the quotient of (x) gross transaction value divided by (y) total transactions.

(4) The number of Principal Agents is determined as of the last day of the specified period. We use the number of Principal Agents, in combination with our other key business metrics such as total transactions and gross transaction value, as a measure of agent productivity.

(5) Annual Retention is the quotient of (x) the prior year revenue generated by agents retained divided by (y) the prior year revenue generated by all agents. We use Annual Retention as a measure of agent stability.

### Non-GAAP Financial Measures

Adjusted EBITDA attributed to Douglas Elliman is a non-GAAP financial measure that represents our net income adjusted

for depreciation and amortization, investment and other income, stock-based compensation expense, benefit from income taxes,

and other items. Adjusted EBITDA attributed to Douglas Elliman Margin is the quotient of (x) Adjusted EBITDA attributed to Douglas Elliman divided by (y) revenue. Last twelve months financial measures are non-GAAP financial measures that are calculated by reference to the trailing four-quarter performance for the relevant metric.

We believe that Non-GAAP Financial Measures are important measures that supplement analysis of our results of operations and enhance an understanding of our operating performance. We believe Non-GAAP Financial Measures provide a useful measure of operating results unaffected by non-recurring items, differences in capital structures and ages of related assets among otherwise comparable companies. Management uses Non-GAAP Financial Measures as measures to review and assess the operating performance of our business, and management and investors should review both the overall performance (GAAP net income/loss) and the operating performance (Non-GAAP Financial Measures) of our business. While management considers Non-GAAP Financial Measures to be important, they should be considered in addition to, but not as substitutes for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating income/loss, and net income/loss. In addition, Non-GAAP Financial Measures are susceptible to varying calculations and our measurement of Non-GAAP Financial Measures may not be comparable to those of other companies.

Reconciliations of these non-GAAP measures are provided in the table below (in thousands).

### Computation of Adjusted EBITDA attributed to Douglas Elliman

|  | Last twelve months ended September 30, 2025 | Nine months ended September 30, 2025 | 2024 | Year ended December 31, 2024 |
| --- | ---: | ---: | ---: | ---: |
| Net loss attributed to Douglas Elliman Inc. | $(59,346) | $(53,349) | $(70,319) | $(76,316) |
| Interest expense | 6,112 | 4,648 | 1,475 | 2,939 |
| Interest income | (5,530) | (3,986) | (3,989) | (5,533) |
| Income tax (benefit) expense | (240) | 11 | 1,368 | 1,117 |
| Net loss attributed to non-controlling interest | (593) | (502) | (595) | (686) |
| Depreciation and amortization | 8,230 | 6,302 | 5,808 | 7,736 |
| EBITDA | (51,367) | (46,876) | (66,252) | (70,743) |
| Stock-based compensation (a) | 2,178 | 6,321 | 10,717 | 6,574 |
| Equity in (earnings) losses from equity method investments (b) | (165) | (178) | (49) | (36) |
| Change in fair value of derivative embedded within convertible debt | 27,972 | 33,160 | 20,166 | 14,978 |
| Litigation, settlement and related expenses, net (c) | 19,343 | 8,713 | 22,703 | 33,333 |
| Executive severance and separation expense (benefit) (d) | 1,517 | (493) | — | 2,010 |
| Impairment of fixed assets | 2,275 | 2,275 | — | — |
| Restructuring | 1,517 | 1,092 | 616 | 1,041 |
| Investment and other gains | (6,004) | (1,340) | (625) | (5,289) |
| Adjusted EBITDA | (2,734) | 2,674 | (12,724) | (18,132) |
| Adjusted EBITDA attributed to non-controlling interest | 280 | 275 | 344 | 349 |
| Adjusted EBITDA attributed to Douglas Elliman | $(2,454) | $2,949 | $(12,380) | $(17,783) |

(a) Represents amortization of stock-based compensation. For the last twelve months ended September 30, 2025, $1,103 of stock-based compensation is included within General and administrative expenses and $1,075 is included within Operations and support expenses on the condensed consolidated statements of operations. For the nine months ended September 30, 2025, $5,517 of stock-based compensation is included within General and administrative expenses and $804 is included within Operations and support expenses on the condensed consolidated statements of operations. For the nine months ended September 30, 2024, $9,924 of stock-based compensation is included within General and administrative expenses and $793 is included within Operations and support expenses on the condensed consolidated statements of operations. For the year ended December 31, 2024, $5,510 of stock-based compensation is included within General and administrative expenses and $1,064 is included within Operations and support expenses on the consolidated statements of operations.

(b) Represents equity in (earnings) losses recognized from equity method investment that is accounted for under the equity method and is not consolidated in our financial results.

(c) Represents unusual litigation expense, settlement and related expenses incurred in connection with industry-wide antitrust class action lawsuits and other matters related to employees and agents. For the last twelve months and nine months ended September 30, 2025, $19,343 and $8,713, net of amounts recovered from insurance, are included within General and administrative expenses on the condensed consolidated statements of operations, respectively. For the nine months ended September 30, 2024, we incurred such expenses of $22,703 with $17,750 being included in Antitrust litigation settlement expense, $3,222 being included in General and administrative expenses and $1,731 being included in Operations and support expenses, in the condensed consolidated statement of operations. For the year ended December 31, 2024, we incurred unusual litigation expense, settlement and related expenses, net of $33,333 with $17,750 being included in Antitrust litigation settlement expense and $15,583 being included in General and administrative expenses on the consolidated statement of operations.

(d) For the last twelve months and nine months ended September 30, 2025, expense of $1,517 and benefit of $493, net of amounts recovered from insurance, are included within General and administrative expenses on the condensed consolidated statement of operations, respectively. For the year ended December 31, 2024, $2,010 is included within General and administrative expenses on the consolidated statement of operations.

### Recent Developments

*Sale of Douglas Elliman Property Management.* On October 24, 2025, Douglas Elliman Realty sold its property management subsidiary, Residential Management Group, LLC, which conducts business as Douglas Elliman Property Management (“DEPM”), for a base purchase price of $85,000, subject to adjustments for cash, indebtedness, transaction expenses and working capital amounts. See Note 1(l), “Sale of Douglas Elliman Property Management” to our condensed consolidated financial statements.

*Redemption and Repayment of 7.0% Senior Secured Convertible Note.* On October 24, 2025, we repaid and redeemed all of our senior secured convertible promissory notes due July 2, 2029 for an aggregate payment of $95,000, including approximately $1,400 of accrued interest to the closing date. The liens on the assets of the Company and the subsidiary guarantors were released upon redemption. See Note 7, “Notes Payable and Other Obligations” to our condensed consolidated financial statements.

### Results of Operations

The following discussion provides an assessment of our results of operations, capital resources and liquidity and should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this report.

The primary components of our operating expenses are summarized below:

- *Sales and marketing.* Sales and marketing expenses consist primarily of marketing and advertising expenses, compensation and other personnel-related costs for employees supporting sales, marketing, expansion and related functions, occupancy-related costs and agent acquisition incentives.
- *Operations and support.* Operations and support expenses consist primarily of compensation and other personnel-related costs for employees supporting agents, third-party consulting and professional services costs (not included in general and administrative or technology), commissions related to escrow transactions, fair value adjustments to contingent consideration for our acquisitions and other related expenses.
- *General and administrative.* General and administrative expenses consist primarily of compensation, stock-based compensation expense and other personnel-related costs for administrative employees, including executives, finance and accounting, legal, human resources, communications, property management and escrow services as well as the occupancy costs for our headquarters and other offices supporting our administrative functions and, for the three and nine months ended September 30, 2024, transition service fees paid to our former parent, Vector Group, for the use of office space and employees, professional services fees for legal and finance, insurance expenses and talent acquisition expenses.
- *Technology.* Technology expenses consist primarily of compensation and other personnel-related costs for employees in the product, engineering and technology functions, website hosting expenses, software licenses and equipment, third-party consulting costs, data licenses of PropTech and other related expenses associated with the implementation of our technology initiatives.

As discussed previously, effective on January 1, 2025, we began to report our financial results as a single operating and reportable segment. Therefore, the presentation of our business’s financial information for the three and nine months ended September 30, 2025 and 2024 will be reported as one segment. For more information, see Note 11, “Segment Information” to our condensed consolidated financial statements.

### Three months ended September 30, 2025 Compared to the Three months ended September 30, 2024

The following table sets forth our revenue and operating loss for the three months ended September 30, 2025 compared to the three months ended September 30, 2024:

*(Dollars in thousands)*

|  | Three Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: |
| Revenue | $262,838 | $266,316 |
| Operating expenses: |  |  |
| Real estate agent commissions | $192,771 | $199,133 |
| Sales and marketing | 19,711 | 19,240 |
| Operations and support | 17,575 | 18,774 |
| General and administrative | 32,220 | 28,659 |
| Technology | 5,964 | 6,025 |
| Depreciation and amortization | 2,183 | 1,898 |
| Impairment of fixed assets | 2,275 | — |
| Restructuring | 794 | 18 |
| Operating loss | (10,655) | (7,431) |
| Other expense, net | (14,276) | (20,018) |
| Loss before provision for income taxes | (24,931) | (27,449) |
| Income tax expense | 11 | — |
| Net loss | (24,942) | (27,449) |
| Net loss attributed to non-controlling interest | 251 | 269 |
| Net loss attributed to Douglas Elliman Inc. | $(24,691) | $(27,180) |

*Revenues.* Our revenues were $262,838 for the three months ended September 30, 2025 compared to $266,316 for the three months ended September 30, 2024. The $3,478 decline in revenues was primarily due to lower commissions and other brokerage income, which was driven by decreased existing home sales and revenues from our Development Marketing division compared to the 2024 period. In the third quarter of 2025, our results continued to be negatively impacted by economic pressures, which were driven by geopolitical uncertainties, including global economic policies, as well as industry-specific headwinds related to the continuation of elevated mortgage rates, when compared to recent history.

Our revenues from commission and other brokerage income were $250,354 for the three months ended September 30, 2025 compared to $254,074 for the three months ended September 30, 2024, a decline of $3,720. In the three months ended September 30, 2025, our commission and other brokerage income generated from the sales of existing homes decreased by $5,380 in New York City and $5,603 in the Florida market. Additionally, our revenues from Development Marketing declined by $478. This was partially offset by an increase in revenues in the Northeast region of $4,818 and the West region of $2,923 in the 2025 period compared to the 2024 period.

*Operating expenses.* Our operating expenses were $273,493 for the three months ended September 30, 2025 compared to $273,747 for the three months ended September 30, 2024. The decline of $254 was due primarily to declines in real estate brokerage commissions of $6,362 arising primarily from declines in commissions and other brokerage income as well as improved margins on certain Development Marketing projects. These amounts were partially offset by an increase in general and administrative expenses of $3,561 primarily due to increases in legal and personnel expenses.

*Real Estate Agent Commissions.* As a result of declines in our commissions and other brokerage income, as well as a decline in our commission expense as a percentage of revenues, our real estate agent commissions expense was $192,771 for the three months ended September 30, 2025 compared to $199,133 for the three months ended September 30, 2024, representing a decline of $6,362. Real estate agent commissions expense, as a percentage of revenues, decreased to 73.3% for the three months ended September 30, 2025 compared to 74.8% for the three months ended September 30, 2024. This percentage decline was primarily driven by improved margins from our Development Marketing division in the 2025 period.

*Gross profit.* We define gross profit as the remaining portion after real estate agent commissions are subtracted from our revenues. Gross profit was $70,067 for the three months ended September 30, 2025, compared to $67,183 for the three months ended September 30, 2024. The increase primarily resulted from our Development Marketing division, in which sales of developer-represented units for the three months ended September 30, 2025 contributed to an increased gross profit.

*Sales and Marketing.* Sales and marketing expenses were $19,711 for the three months ended September 30, 2025 compared to $19,240 for the three months ended September 30, 2024.

*Operations and support.* Operations and support expenses were $17,575 for the three months ended September 30, 2025 compared to $18,774 for the three months ended September 30, 2024.

*General and administrative.* General and administrative expenses were $32,220 for the three months ended September 30, 2025 compared to $28,659 for the three months ended September 30, 2024, representing an increase of $3,561, which was primarily due to increases in legal and personnel expenses.

*Technology.* Technology expenses were $5,964 for the three months ended September 30, 2025 compared to $6,025 for the three months ended September 30, 2024.

*Impairment of fixed assets.* Impairment of fixed assets was $2,275 for the three months ended September 30, 2025 due to the abandonment of an agent onboarding application.

*Operating loss.* Operating loss was $10,655 for the three months ended September 30, 2025 compared to $7,431 for the same period in 2024. The $3,224 increase in operating loss was primarily due to an increase in general and administrative expenses of $3,561, which was primarily due to increases in legal and personnel expenses, and was partially offset by improved gross profit of $2,884 during the three months ended September 30, 2025.

*Other income (expenses).* Other expense was $14,276 for the three months ended September 30, 2025 compared to other expense of $20,018 for the three months ended September 30, 2024. For the three months ended September 30, 2025, other expense primarily consisted of the $15,445 loss from change in the fair value of the derivative embedded within convertible debt, partially offset by the $1,225 gain from the monetization of our remaining interest in Bilt Technologies in July 2025. For the three months ended September 30, 2024, other expense primarily consisted of the $20,166 loss from the change in fair value of derivative embedded within convertible debt.

*Loss before provision for income taxes.* Loss before income taxes was $24,931 and $27,449 for the three months ended September 30, 2025 and 2024, respectively.

*Income tax expense.* Income tax expense was $11 for the three months ended September 30, 2025. There was no income tax expense for the three months ended September 30, 2024. We calculate our provision for income taxes for interim reporting periods based upon our estimate of the annual effective income tax rate based on full year projections, which does not include the impact of discrete items. We then apply the annual effective income tax rate against year-to-date pretax income to record income tax expense and then adjust our provision for income tax expense for any discrete items. Because we had established a full valuation allowance against our deferred tax assets as each of September 30, 2024 and September 30, 2025, there were no discrete items for either the three months ended September 30, 2025 or 2024.

The tax impact of the sale of our property management division in October 2025 will be treated as a discrete item in the fourth quarter of 2025.

### Nine months ended September 30, 2025 Compared to Nine months ended September 30, 2024

The following table sets forth our revenue and operating loss for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024:

*(Dollars in thousands)*

|  | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: |
| Revenue | $787,607 | $752,306 |
| Operating expenses: |  |  |
| Real estate agent commissions | $583,890 | $564,606 |
| Sales and marketing | 59,519 | 62,691 |
| Operations and support | 53,078 | 55,572 |
| General and administrative | 85,722 | 80,530 |
| Technology | 17,265 | 17,301 |
| Depreciation and amortization | 6,302 | 5,808 |
| Antitrust litigation settlement expense | — | 17,750 |
| Impairment of fixed assets | 2,275 | — |
| Restructuring | 1,092 | 616 |
| Operating loss | (21,536) | (52,568) |
| Other expense, net | (32,304) | (16,978) |
| Loss before provision for income taxes | (53,840) | (69,546) |
| Income tax expense | 11 | 1,368 |
| Net loss | (53,851) | (70,914) |
| Net loss attributed to non-controlling interest | 502 | 595 |
| Net loss attributed to Douglas Elliman Inc. | $(53,349) | $(70,319) |

*Revenues.* Our revenues were $787,607 for the nine months ended September 30, 2025 compared to $752,306 for the nine months ended September 30, 2024. The $35,301 increase in revenues was primarily due to higher commissions and other brokerage income, driven by an increased number of transactions and higher transaction values from existing home sales in the Northeast region, as well as an increase in revenue from the Development Marketing division compared to the 2024 period.

Our revenues from commission and other brokerage income totaled $749,513 for the nine months ended September 30, 2025, compared to $714,652 for the nine months ended September 30, 2024, representing an increase of $34,861. For the nine months ended September 30, 2025, our commission and other brokerage income from existing homes sales increased by $12,396 in the Northeast region (excluding New York City). Additionally, our revenues from Development Marketing increased by $17,223, primarily related to the Florida and New York City markets during the 2025 period compared to 2024.

*Operating expenses.* Our operating expenses were $809,143 for the nine months ended September 30, 2025, compared to $804,874 for the nine months ended September 30, 2024. The $4,269 increase was primarily due to higher real estate brokerage commissions of $19,284 resulting from increased revenues, partially offset by the $17,750 antitrust litigation settlement expense incurred in 2024.

*Real Estate Agent Commissions.* As a result of increased commissions and other brokerage income, which were partially offset by a decline in our commission expense as a percentage of revenues, our real estate agent commissions expense was $583,890 for the nine months ended September 30, 2025, compared to $564,606 for the nine months ended September 30, 2024, representing an increase of $19,284. Real estate agent commissions expense as a percentage of revenues decreased to 74.1% for the nine months ended September 30, 2025, compared to 75.1% for the nine months ended September 30, 2024. This decline in percentage was primarily driven by a higher percentage of commission revenues derived from the Development Marketing division.

*Gross profit.* We define gross profit as the remaining portion after real estate agent commissions are subtracted from our revenues. For the nine months ended September 30, 2025, our gross profit was $203,717, which increased from $187,700 for the nine months ended September 30, 2024. This increase primarily resulted from increased existing home sales in our New York City and Northeast regions as well as our Development Marketing division, in which sales of developer-represented units for the nine months ended September 30, 2025 contributed to an increased gross profit.

*Sales and Marketing.* Sales and marketing expenses were $59,519 for the nine months ended September 30, 2025, compared to $62,691 for the nine months ended September 30, 2024. The decline in expenses is attributable to expense rationalization efforts to streamline our sales and marketing process.

*Operations and support.* Operations and support expenses were $53,078 for the nine months ended September 30, 2025, compared to $55,572 for the nine months ended September 30, 2024.

*General and administrative.* General and administrative expenses were $85,722 for the nine months ended September 30, 2025, compared to $80,530 for the nine months ended September 30, 2024, representing an increase of $5,192, which was primarily due to increases in legal and personnel expenses.

*Technology.* Technology expenses were $17,265 for the nine months ended September 30, 2025, compared to $17,301 for the nine months ended September 30, 2024.

*Impairment of fixed assets.* Impairment of fixed assets was $2,275 for the nine months ended September 30, 2025 due to the abandonment of an agent onboarding application.

*Operating loss.* Operating loss was $21,536 for the nine months ended September 30, 2025, compared to $52,568 for the nine months ended September 30, 2024. The $31,032 decline in operating loss was primarily due to the absence of the $17,750 antitrust litigation settlement expense, which was incurred in 2024, as well as improved gross profit of $16,017 and was partially offset by an increase in general and administrative expenses of $5,192 in 2025.

*Other income (expenses).* Other expense was $32,304 for the nine months ended September 30, 2025, compared to other expense of $16,978 for the nine months ended September 30, 2024. For the nine months ended September 30, 2025, other expense primarily consisted of the $33,160 loss from the change in fair value of the derivative embedded within convertible debt and was offset by the $1,225 gain from the monetization of Bilt Technologies. For the nine months ended September 30, 2024, other expense primarily consisted of the $20,166 loss from the change in fair value of derivative embedded within convertible debt.

*Loss before provision for income taxes.* Loss before income taxes was $53,840 for the nine months ended September 30, 2025, and $69,546 for the nine months ended September 30, 2024 due to the factors described above.

*Income tax expense.* Income tax expense was $11 for the nine months ended September 30, 2025, compared to $1,368 for the nine months ended September 30, 2024. We calculate our provision for income taxes for interim reporting periods based upon our estimate of the annual effective income tax rate based on full year projections, which does not include the impact of discrete items. We then apply the annual effective income tax rate against year-to-date pretax income to record income tax expense and then adjust our provision for income tax expense for any discrete items. Because we had established a full valuation allowance against our deferred tax assets as each of September 30, 2024 and September 30, 2025, there were no discrete items for either the nine months ended September 30, 2025 or 2024. We refine annual estimates as current information becomes available.

The tax impact of the sale of our property management division in October 2025 will be treated as a discrete item in the fourth quarter of 2025.

During the nine months ended September 30, 2024, we analyzed the likelihood of utilizing our deferred tax assets and determined it will be more likely than not that the benefits of these deductible differences will not be realized, and as a result we recorded the change in prior year valuation allowance of $977.

### Summary of PropTech Investments

As of September 30, 2025, DOUG Ventures had investments (at a carrying value) of approximately $11,402 in PropTech companies. This amounts to approximately 2% of the value of Douglas Elliman’s total assets, which totaled approximately $481 million as of September 30, 2025. In July 2025, we monetized our remaining investment in Bilt Technologies for $1,533 and recorded a gain of $1,225 during the three months ended September 30, 2025.

### Liquidity and Capital Resources

Cash, cash equivalents and restricted cash increased by $8,686 to $150,907, which included $7,904 of restricted cash, during the nine months ended September 30, 2025. This compares to an increase of $27,746, to $157,263, which included restricted cash of $5,847, during the nine months ended September 30, 2024. The decline in the increase was primarily the result of the absence of proceeds from the convertible debt issuance and was partially offset by a decline in operating loss.

Cash provided by operations was $505 for the nine months ended September 30, 2025, compared to cash used in operations of $16,987 for the nine months ended September 30, 2024. The change in the cash activity from operations in the 2025 period was attributable to a reduction in operating loss and lower liability payments (primarily cash bonuses) in the 2025 period which were offset by the net impact of increased development marketing closings in 2025 as well as the absence of an income tax refund in the 2025 period.

Cash provided by investing activities was $8,266 for the nine months ended September 30, 2025, compared to cash used in investing activities of $2,009 for the nine months ended September 30, 2024. For the nine months ended September 30, 2025, cash provided by investing activities was comprised of the proceeds from sale of short-term investments of $97,677 and proceeds from the sale of investments of $1,611 in our PropTech business. These inflows were partially offset by the purchase of short-term investments of $87,873, long-term investments of $108, and capital expenditures of $3,041. For the nine months ended September 30, 2024, cash used in investing activities was comprised of capital expenditures of $4,273 and the purchase of long-term investments of $259 in our PropTech business. This was offset by $2,523 of distributions from our investments in equity securities.

Our investment philosophy is to maximize return on investments by seeking reasonable expectations for return when investing in equity-method investments and PropTech investments, as well as when making capital expenditures.

Cash used in financing activities was $85 for the nine months ended September 30, 2025, compared to cash provided by financing activities of $46,742 for the nine months ended September 30, 2024. For the nine months ended September 30, 2025, cash used in financing activities was comprised of withholding of shares as payment of payroll tax liabilities in connection with restricted stock vesting of $85. For the nine months ended September 30, 2024, cash provided by financing activities was comprised of proceeds from debt issuance of $48,750. This was offset by deferred financing charges of $1,997 and $11 for payroll tax liabilities associated with restricted stock withheld upon the vesting of restricted stock.

*Convertible Notes*. On July 2, 2024, we issued the Convertible Notes in the aggregate principal amount of $50,000 that bore interest at a rate of 7.0% per annum, payable in cash, or, at our election, 8.0% per annum paid in kind, due semi-annually. In connection with and upon consummation of the DEPM Sale, on October 24, 2025, we repaid and redeemed all of our Convertible Notes for an aggregate payment of $95,000, including approximately $1,400 of accrued interest. For more information, see Note 7, “Notes Payable and Other Obligations” to our condensed consolidated financial statements.

We continue to evaluate our capital structure and current market conditions related to our capital structure. We regularly review and evaluate potential acquisitions, joint ventures, divestitures, and other strategic transactions. For example, we may acquire, or seek to acquire, additional operating businesses through a merger, purchase of assets, stock acquisition or other means, or to make other revisions to our capital structure, including, if authorized by our Board of Directors, the repurchase of our common stock in open market transactions. These initiatives may limit our liquidity otherwise available.

We had cash and cash equivalents of approximately $143,003 as of September 30, 2025 and, in addition to any cash provided from operations, such cash is available to be used to fund such liquidity requirements as well as other anticipated liquidity needs in the normal course of business. Management currently anticipates that these amounts, together with expected cash flows from our operations and proceeds from any available financings, should be sufficient to meet our liquidity needs over the next twelve months. We may acquire or seek to acquire additional operating businesses through mergers, asset purchases, stock acquisitions, or other means, or pursue other investments, which could limit the liquidity otherwise available to us.

*Real Estate Brokerage Litigation*. On April 26, 2024, we entered into a settlement agreement to resolve all claims on a nationwide basis in the pending class action litigations, *Gibson v. NAR, No. 4:23-cv-00788-SRB (W.D. Mo.)* and *Umpa v. NAR, 4:23-cv-00945-SRB (W.D. Mo.)* alleging claims on behalf of sellers against Douglas Elliman Inc. and our subsidiaries. Under the settlement agreement, we agreed to pay $7,750 within 30 business days of preliminary approval of the settlement by the court, as well as two $5,000 contingent payments subject to certain financial contingencies through December 31, 2027. On July 15, 2025, all of the *Lutz* plaintiffs’ claims against us were dismissed. The federal antitrust claim was dismissed with prejudice, and the state antitrust, consumer protection, and unjust enrichment claims were dismissed without prejudice with 21 days to replead. The *Lutz* plaintiffs filed their Third Amended Complaint on August 5, 2025, which we moved to dismiss.

*Other litigation.* Two real estate salespersons formerly associated with us as independent contractors, have, together or separately, been named as defendants in multiple complaints by women accusing them of sexual assault and related wrongdoing, and face criminal charges related to similar alleged conduct. In February 2025, we and our former Chief Executive Officer were named as defendants in one of these lawsuits. Plaintiffs have brought claims against us under the New York Gender-Motivated Violence Act and sex trafficking, negligence, and negligent hiring, retention, and supervision claims. We deny liability and intend to defend vigorously against these claims. We are aware that other claims may be asserted against us and possibly against certain former Company leadership arising out of the matters related to the two former real estate salespersons.

Litigation is subject to uncertainty and it is possible that there could be adverse developments in pending and other cases, including antitrust lawsuits.

Management cannot predict the cash requirements related to any future settlements or judgments, including cash required to bond any appeals, and there is a risk that those requirements will not be able to be met. Management is unable to make a reasonable estimate of the amount or range of loss that could result from an unfavorable outcome of the cases pending against our business or the costs of defending such cases. It is possible that our consolidated financial position, results of operations or cash flows in any future period could be materially adversely affected by an unfavorable outcome in any such litigation. For more information, see Note 8, “Commitments and Contingencies” to our condensed consolidated financial statements.

### Off-Balance Sheet Arrangements

We have various agreements in which we may be obligated to indemnify the other party with respect to certain matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which we customarily agree to hold the other party harmless against losses arising from a breach of representations related to certain matters as title to assets sold and licensed or certain intellectual property rights and, in connection with the sale of our property management division, certain known liabilities as of October 24, 2025. Payment by us under such indemnification clauses is generally conditioned on the other party making a claim that is subject to challenge by us and dispute resolution procedures specified in the particular contract. Further, our obligations under these arrangements may be limited in terms of time and/or amount, and in some instances, we may have recourse against third parties for certain payments made by us. It is not possible to predict the maximum potential number of future payments under these indemnification agreements due to the conditional nature of our obligations and the unique facts of each particular agreement. Historically, payments made by us under these agreements have not been material. As of September 30, 2025, we were not aware of any indemnification agreements that would or are reasonably expected to have a current or future material adverse impact on our financial position, results of operations or cash flows.

As of September 30, 2025 and December 31, 2024, we had outstanding approximately $2,645 and $2,990, respectively, of letters of credit, which are collateralized by certificates of deposit. The letters of credit have been issued as security deposits for leases of office space.

As a service to its customers, Portfolio Escrow Inc., a subsidiary of Douglas Elliman, administers escrow and trust deposits which represent undisbursed amounts received for the settlement of real estate transactions. Deposits at FDIC-insured institutions are insured up to $250. Portfolio Escrow Inc. had escrow funds on deposit of $20,640 and $37,967 as of September 30, 2025 and December 31, 2024, respectively, and corresponding escrow funds in holding of the same amount. While these deposits are not assets of Portfolio Escrow Inc., the subsidiary of Douglas Elliman (and, therefore, are excluded from the accompanying condensed consolidated balance sheets), the subsidiary of ours remains contingently liable for the disposition of these deposits.

### Market Risk

We are exposed to market risks principally from fluctuations in interest rates and could be exposed to market risks from foreign currency exchange rates and equity prices in the future. We seek to minimize these risks through our regular operating and financing activities and our long-term investment strategy. Our market risk management procedures cover material market risks for our market risk sensitive financial instruments.

### New Accounting Pronouncements

Refer to Note 1, “Summary of Significant Accounting Policies” to our condensed consolidated financial statements for further information on New Accounting Pronouncements.

### Legislation and Regulation

There are no material changes from the Legislation and Regulation section set forth in Item 7, “*Management's Discussion and Analysis of Financial Condition and Results of Operations,”* of our 2024 Annual Report.

### SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In addition to historical information, this report contains “forward-looking statements” within the meaning of the federal securities law. Forward-looking statements include information relating to our intent, belief or current expectations, primarily with respect to, but not limited to, economic outlook, capital expenditures, cost reduction, cash flows, operating performance, growth expectations, competition, legislation and regulations, litigation, and related industry developments (including trends affecting our business, financial condition and results of operations).

We identify forward-looking statements in this report by using words or phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may be,” “objective,” “opportunistically,” “plan,” “potential,” “predict,” “project,” “prospects,” “seek,” and “will be” and similar words or phrases or their negatives.

Forward-looking statements involve important risks and uncertainties that could cause our actual results, performance or achievements to differ materially from our anticipated results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, without limitation, the following:

- general economic and market conditions and any changes therein, including due to macroeconomic conditions, interest rate fluctuations, inflation, acts of war and terrorism or otherwise,
- governmental regulations and policies, including with respect to regulation of the real estate market or monetary and fiscal policy and its effect on overall economic activity, in particular, mortgage interest rates,
- the impact of enacted and proposed tariffs and other trade policies, and related uncertainties in the global economy resulting from such policies,
- the impacts of banks not honoring the escrow and trust deposits held by our subsidiaries,
- litigation risks, the costs associated with, and the outcome of, litigation and other proceedings to the extent uninsured, including litigation or other claims against companies we invest in or acquire,
- adverse changes in global, national, regional and local economic and market conditions,
- the impacts of the One Big Beautiful Bill Act of 2025 and the Inflation Reduction Act of 2022, including the continued impact on the markets of our business,
- effects of industry competition, severe weather events or natural or man-made disasters, including the increasing severity or frequency of such events due to climate change or otherwise, or other catastrophic events that may disrupt our business and have an unfavorable impact on home sale activity,
- the tax-free treatment of the Vector Group’s distribution of our common stock to its stockholders,
- the failure of Vector Group to satisfy its respective obligations under the agreements entered into in connection with the Distribution, and
- the additional factors described under “*Risk Factors”* in our 2024 Annual Report filed with the SEC as updated in our quarterly report.

Further information on the risks and uncertainties to our business includes the risk factors discussed above in “*Management’s Discussion and Analysis of Financial Condition and Results of Operations”* and under Item 1A, “*Risk Factors”* in our 2024 Annual Report filed with the SEC, as updated in our quarterly report.

Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, there is a risk that these expectations will not be attained and that any deviations will be material. The forward-looking statements speak only as of the date they are made and we undertake no obligation to update any of these statements to reflect events or circumstances occurring after the date of this quarterly report. New factors may emerge, and it is not possible to

predict all factors that may affect our business and operations.

## Market risk

As filed, 174 characters.

The information under the caption “*Management’s Discussion and Analysis of Financial Condition and Results of Operations - Market Risk”* is incorporated herein by reference.

## Controls and procedures

As filed, 845 characters.

### Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, and, based on their evaluation, our principal executive officer and principal financial officer have concluded that these controls and procedures are effective.

### Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting that occurred during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

### PART II

### OTHER INFORMATION

## Risk factors

As filed, 236 characters.

There are no material changes from the risk factors set forth in Part I, Item 1A, “*Risk Factors,”* of our 2024 Annual Report and Part II, Item 1A, “Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

Filed Nov 5, 2025.
Source: SEC EDGAR, the filing index for accession 0001878897-25-000067. Last ingested by Listed: Nov 10, 2026, 04:07 ET. No prices; not investment advice.