Douglas Elliman Inc.: Form 10-Q for the period ended Mar 31, 2026

(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, 2025 and Notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”), and our Condensed Consolidated Financial Statements and related Notes as of and for the three months ended March 31, 2026. 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 2025 Annual Report and this Quarterly Report and “Special Note Regarding 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 Inc. is a holding company that, through its subsidiaries, is engaged in the real estate services business, and invests in additional real estate services businesses.

We conduct residential real estate brokerage services through our subsidiary, Douglas Elliman Realty, which operates one of the largest residential brokerage companies in the New York metropolitan area and also conducts residential real estate brokerage operations in Florida, California, Texas, Colorado, Nevada, Massachusetts, Connecticut, Maryland, Virginia, New Jersey and Washington D.C. We also offer, including through our subsidiaries and ventures, development marketing services (“Development Marketing”) and ancillary services, such as mortgage, title and escrow services. In addition, we have also invested in PropTech opportunities through our DOUG Ventures subsidiary.

Key Business Metrics and Non-GAAP Financial Measures

In addition to our financial results, prepared in accordance with U.S. GAAP, 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 Inc., Adjusted EBITDA margin attributed to Douglas Elliman Inc. and financial measures for the last twelve months ended March 31, 2026 (“Non-GAAP Financial Measures”), which are financial measures not prepared in accordance with U.S. GAAP.

(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 Inc. is a non-GAAP financial measure that represents net income (loss) attributed to Douglas Elliman Inc. adjusted for income tax expense, depreciation and amortization expense, stock-based compensation expense, gain on disposal of the Douglas Elliman Property Management (“DEPM”) business (including the operations of DEPM and related corporate overhead prior to its disposal), impairment of fixed assets, litigation, settlement and related expenses, net, executive severance and separation expenses, restructuring and other items (interest expense, interest income, equity in earnings (losses) from equity-method investments, change in fair value of the derivative embedded within convertible debt, loss on extinguishment of liability and investment and other (losses) gains). Adjusted EBITDA margin attributed to Douglas Elliman Inc. is the quotient of (x) Adjusted EBITDA attributed to Douglas Elliman Inc. 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 U.S. 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 have been provided in the table below (in thousands).

Computation of Adjusted EBITDA attributed to Douglas Elliman Inc.

(a) Includes results from operations of Residential Management Group, LLC, which conducts business as DEPM, which was disposed on October 24, 2025. This adjustment also includes the corporate allocation to Douglas Elliman Realty LLC (“DER”) from DEPM. The expenses associated with the corporate allocation to DEPM have continued at DER after the disposal.

(b) Represents amortization of stock-based compensation. For the last twelve months ended March 31, 2026, $6,867 of stock-based compensation is included within General and administrative expenses and $843 is included within Operations and support expenses on the condensed consolidated statements of operations. For the three months ended March 31, 2026, $1,099 of stock-based compensation is included within General and administrative expenses and $69 is included within Operations and support expenses on the condensed consolidated statements of operations. For the three months ended March 31, 2025, $1,770 of stock-based compensation is included within General and administrative expenses and $265 is included within Operations and support expenses on the condensed consolidated statements of operations. For the year ended December 31, 2025, $7,538 of stock-based compensation is included within General and administrative expenses and $1,039 is included within Operations and support expenses on the consolidated statements of operations.

(c) Represents equity in earnings recognized from equity-method investments that are accounted for under the equity method and are not consolidated in our financial results.

(d) Represents unusual litigation, settlement and related expenses, net, incurred in connection with industry-wide antitrust class action lawsuits and other matters related to employees and agents. For the last twelve months and three months ended March 31, 2026, $9,590 and $3,851, net of amounts recovered from insurance, are included within General and administrative expenses on the condensed consolidated statements of operations, respectively. For the three months ended March 31, 2025, we incurred such expenses of $1,898, which is included within General and administrative expenses on the condensed consolidated statements of operations. For the year ended December 31, 2025, we incurred such expenses of $7,637, which is included within General and administrative expenses on the consolidated statements of operations.

(e) For the last twelve months ended March 31, 2026, benefit of $709, net of amounts recovered from insurance, are included within General and administrative expenses on the condensed consolidated statement of operations. For the three months ended March 31, 2025, $410 is included within General and administrative expenses on the condensed consolidated statements of operations. For the year ended December 31, 2025, the benefit of $299 includes insurance proceeds received and is included within General and administrative expenses on the consolidated statement of operations.

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 Form 10-Q.

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 and communications, property management (prior to October 25, 2025) and escrow services as well as the occupancy costs for our headquarters and other offices supporting our administrative functions.
• 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, technology data licenses and other related expenses associated with the implementation of our technology initiatives.

The presentation of our business’s financial information for the three months ended March 31, 2026 and 2025 is reported as one segment. For more information, see Note 11, “Segment Information” to our condensed consolidated financial statements.

Three months ended March 31, 2026 Compared to the Three months ended March 31, 2025

The following table sets forth our revenue and operating loss for the three months ended March 31, 2026 compared to the three months ended March 31, 2025:

(Dollars in thousands)

Revenues. Our revenues were $214,333 for the three months ended March 31, 2026 compared to $253,403 for the three months ended March 31, 2025. The $39,070 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 2025 period as well as the absence of revenues from our property management division, which was sold in October 2025. Excluding our property management revenues for 2025, our revenues were $214,333 and $243,911 for the periods ended March 31, 2026 and 2025, respectively. Our results for three months ended March 31, 2026 continued to be negatively impacted by economic pressures, which were driven by geopolitical uncertainties, as well as industry-specific headwinds related to the continuation of elevated mortgage rates, when compared to recent history.

Our revenues from commissions and other brokerage income were $211,881 for the three months ended March 31, 2026 compared to $241,143 for the three months ended March 31, 2025, a decline of $29,262. In the three months ended March 31, 2026, our commissions and other brokerage income generated from the sales of existing homes decreased by $14,726 in New York City, $7,610 in the West region and $3,744 in the Northeast region. Additionally, our revenues from Development Marketing declined by $7,121. These decreases were partially offset by a $3,865 increase in revenues for existing home sales in the Florida market for the 2026 period compared with the 2025 period.

Operating expenses. Our operating expenses were $231,844 for the three months ended March 31, 2026 compared to $258,752 for the three months ended March 31, 2025. The decline of $26,908 was due primarily to a decline in real estate brokerage commissions expense of $19,134 arising primarily from declines in commissions and other brokerage income as well as the absence of expenses from our property management division. Excluding our property management expenses for 2025, our operating expenses were $231,844 and $251,141 for the periods ended March 31, 2026 and 2025, respectively.

Real Estate Agent Commissions. As a result of a decline in our commissions and other brokerage income, our real estate agent commissions expense was $167,391 for the three months ended March 31, 2026 compared to $186,525 for the three months ended March 31, 2025, representing a decline of $19,134. Real estate agent commissions expense, as a percentage of revenues, increased to 78.1% for the three months ended March 31, 2026 compared to 73.6% (76.5% excluding property management revenues) for the three months ended March 31, 2025. The increase in real estate agent commissions expense as a percentage of revenue in the 2026 period was primarily driven by a lower percentage of commission revenues derived from

Development Marketing, which generally pays lower commission rates, during the three months ended March 31, 2026 compared to the prior year period. In addition, during the three months ended March 31, 2026, a higher percentage of our revenues was generated from locations (primarily Florida) which customarily pay higher commission rates.

Gross profit. We define gross profit as the remaining portion after real estate agent commissions are subtracted from our revenues. Gross profit was $46,942 for the three months ended March 31, 2026, compared to $66,878 for the three months ended March 31, 2025. The decline was primarily due to the absence of property management revenues in 2026, as well as lower commissions and other brokerage income for the three months ended March 31, 2026 as compared to the 2025 period. The decline was also impacted by the higher real estate agent commissions expense as percentage of revenues for the three months ended March 31, 2026 discussed in Real Estate Agent Commissions.

Sales and Marketing. Sales and marketing expenses were $17,737 for the three months ended March 31, 2026 compared to $19,739 for the three months ended March 31, 2025. The decline in sales and marketings expense primarily related to the elimination of non-agent related marketing expenses as well as the impact of lower revenues.

Operations and support. Operations and support expenses were $16,240 for the three months ended March 31, 2026 compared to $17,728 for the three months ended March 31, 2025. The decline in operations and support expenses for the three months ended March 31, 2026 primarily related to the absence of our property management division and lower commissions from escrow transactions.

General and administrative. General and administrative expenses were $23,192 for the three months ended March 31, 2026 compared to $27,325 for the three months ended March 31, 2025, representing a decrease of $4,133, which was primarily due to the absence of our property management division and management’s heightened focus on general and administrative expenses offset by increased legal and settlement expenses for the three months ended March 31, 2026.

Technology. Technology expenses were $5,238 for the three months ended March 31, 2026 compared to $5,535 for the three months ended March 31, 2025 The decline in technology expenses for the three months ended March 31, 2026 was primarily related to the absence of our property management division.

Operating loss. Operating loss was $17,511 for the three months ended March 31, 2026 compared to $5,349 for the same period in 2025. The $12,162 increase in operating loss was primarily due to the decline in gross profit from our brokerage business of $10,444 and the absence of our property management division of $2,015 during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Other income (expenses). Other income was $1,235 for the three months ended March 31, 2026 compared to other expenses of $935 for the three months ended March 31, 2025. For the three months ended March 31, 2026, other income consisted primarily of interest income of $890. For the three months ended March 31, 2025, other expenses primarily consisted of interest expense of $1,530, a $746 loss from the change in fair value of the derivative embedded within convertible debt, and net losses realized on investment securities of $22. These were partially offset by interest income of $1,361.

Loss before provision for income taxes. Loss before income taxes was $16,276 and $6,284 for the three months ended March 31, 2026 and 2025, respectively.

Income tax expense. There was no income tax expense for the three months ended March 31, 2026 and 2025. 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. There were no discrete items for the three months ended March 31, 2026 and 2025.

Liquidity and Capital Resources

Cash, cash equivalents and restricted cash declined by $19,733 to $102,976, which included $7,005 of restricted cash, during the three months ended March 31, 2026. This compares to an increase of $3,164, to $145,385, which included restricted cash of $8,614, during the three months ended March 31, 2025.

Cash used in operations was $19,342 for the three months ended March 31, 2026, compared to $5,617 for the three months ended March 31, 2025. The increase in the cash used in operations in the 2026 period was attributable to an increase in operating loss as well as increased payments of compensation and income tax liabilities in the 2026 period.

Cash used in investing activities was $391 for the three months ended March 31, 2026, compared to cash provided by investing activities of $8,781 for the three months ended March 31, 2025. For the three months ended March 31, 2026, cash used in investing activities was comprised primarily of capital expenditures of $259 and the purchase of subsidiaries of $100 due to the acquisition of Real Estate Associates of Houston LLC. For the three months ended March 31, 2025, cash provided by investing activities was comprised of proceeds from the sale of short-term investments of $54,416 and was partially offset by the purchase of short-term investments of $44,612.

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 liquidity otherwise available to us.

We had cash and cash equivalents of approximately $95,971 as of March 31, 2026 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, as well as expected cash flows from our operations and proceeds from any financings to the extent available, should be sufficient to meet our liquidity needs over the next twelve months.

Real Estate Brokerage Antitrust Litigation Settlements. On April 26, 2024, we entered into a settlement agreement to resolve all claims on a nationwide basis in the pending seller 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. That settlement agreement is currently being challenged on appeal in the U.S. Court of Appeals for the Eighth Circuit. Under the settlement agreement, we paid $7,750 and $5,000 into an escrow fund on June 12, 2024 and December 29, 2025, respectively, and have also agreed to pay $5,000 contingent payment subject to certain financial contingencies on or before December 31, 2027. The remaining contingent payment may be accelerated under certain circumstances.

In April 2026, the Company opted into a settlement agreement with the purported class of home buyers in Tuccori v. At World Properties, LLC, et al. (N.D. Ill.), a case that consolidated certain purported class actions lawsuits filed by home buyers. This settlement is structured to resolve the claims asserted against us in, or arising from the same factual predicates as, the Lutz vs. HomeServices of America, Inc. et al lawsuit, pending in the U.S. District Court for the Southern District of Florida, No. 4:24-cv-10040 (KMM). Although we were not a defendant in Tuccori, the opt‑in settlement releases us, our subsidiaries and affiliated agents from the claims against us in Lutz. The Tuccori settlement agreement provides for a monetary payment by us payable in installments over time. The amount payable by us under the Tuccori settlement agreement was recorded as a noncurrent liability at March 31, 2026. The Tuccori settlement agreement is subject to court approval.

Derivative Litigation Settlement. On November 14, 2025, a Verified Stockholder Derivative Complaint, Barbara Strougo derivatively on behalf of Douglas Elliman, Inc. vs. Howard M. Lorber, et al., also known as the Strougo Litigation, was filed in the Court of Chancery of the State of Delaware on behalf of Douglas Elliman Inc., as nominal defendant, against certain of its current and former directors and officers. The parties to the Strougo Litigation reached an agreement to settle it on the terms and conditions set forth in a Stipulation and Agreement of Compromise, Settlement, and Release that was filed with the Chancery Court on February 19, 2026. The Strougo settlement agreement provides for the final dismissal of the Strougo Litigation in exchange for (i) a settlement payment to us of $17,500, subject to reductions for attorneys’ fees and expenses, in an amount to be determined by the Chancery Court and (ii) the implementation by us of certain corporate-governance enhancements and reforms. Certain of our insurers have agreed to fund the settlement. The Strougo settlement agreement remains subject to final Chancery Court approval. The Chancery Court is scheduled to hold a settlement fairness hearing related to the Strougo settlement agreement on June 29, 2026. No amounts relating to the proposed settlement have been recorded as of March 31, 2026.

Other litigation. Litigation is subject to uncertainties and it is possible that there could be adverse developments in the Gibson/Umpa appeals, the buyer-side class action Lutz lawsuit, the Strougo lawsuit and other pending cases. These cases include cases related to two real estate sales persons formerly associated with us, who have been accused of sexual assault and related wrongdoing, where Douglas Elliman Inc., DER and our former Chief Executive Officer have been named as defendants (Koste et al vs. Alexander et al in the Supreme Court of the State of New York and Rodriguez vs. Alexander et al in the U.S. District Court for the Southern District of Florida). We deny liability and are vigorously defending claims made against us in the Koste and Rodriguez cases. For more information, see Note 8, “Commitments and Contingencies,” to our condensed consolidated financial statements.

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 us or our subsidiaries as well as 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 brokerage-related 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 such 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 March 31, 2026, 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 March 31, 2026 and December 31, 2025, we had outstanding approximately $2,645 of letters of credit, 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 $38,435 and $36,283 as of March 31, 2026 and December 31, 2025, 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.

Critical Accounting Estimates and Policies

Our condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates and therefore, if material, our future financial statements will be affected.

There have been no material changes to our critical accounting policies and estimates disclosed in our 2025 Form 10-K. For additional information about our critical accounting policies and estimates, see the disclosure included in our 2025 Form 10-K, as well as Note 1 to our condensed consolidated financial statements included in this Quarterly Report.

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, Regulation, Taxation and Litigation

There are no material changes from the Legislation, Regulation, Taxation and Litigation section set forth in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” of our 2025 Annual Report.

See Item 1A. “Risk Factors,” which describes risks associated with litigation and Note 8, “Commitments and Contingencies,” to our condensed consolidated financial statements, which contain a description of litigation.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In addition to historical information, this Form 10-Q 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, geopolitical instability, 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, conduct business with 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 and consolidation;
• 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; and
• the additional factors described under Item 1A, “Risk Factors,” in our 2025 Annual Report 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” of our 2025 Annual Report, 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.

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

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

There are no material changes from the risk factors set forth in Part I, Item 1A, “Risk Factors,” of our 2025 Annual Report.