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What changed in Douglas Elliman Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Douglas Elliman Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+341 added−390 removedSource: 10-K (2026-03-16) vs 10-K (2025-03-17)

Top changes in Douglas Elliman Inc.'s 2025 10-K

341 paragraphs added · 390 removed · 221 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeNew Valley Ventures monetized 50% of its $500,000 investment in Bilt in 2024 and received approximately $1.3 million and recorded a gain of approximately $1.0 million. • Persefoni AI: a software-as-a-service, or “SaaS,” platform built to enable enterprises of all sizes to measure their carbon footprint accurately, dynamically and regularly across all operations. • Tongo: a financial program that gives real estate agents instant access to future commissions up to 60 days before closing. • Guest House: a tech-enabled company focused on the home staging market. • Alpaca: investment in Getaway House, Inc., a start-up company that provides cabin rental services in rural areas throughout the United States. • Infinite Creator: investment in Infinite Creator, a do-it-yourself video creation app that allows any agent with a phone to walk through a guided process and film the key pieces for a high-end luxury presentation video. 9 Table of Contents • PropTech Venture Capital Funds: investments in the following venture capital funds providing us with exposure to opportunities in the emerging PropTech industry. ◦ Camber Creek Venture Capital Funds: two funds that invest in a diversified pipeline of new PropTech ventures.
Biggest changePurlin, which recently merged with Final Offer, a consumer-facing offer negotiation marketplace, powers multiple platforms for Douglas Elliman including: a personalized collaboration platform to aid in home discovery for agents’ clients, an agent “paid social media” integration into MyDouglas that enables intelligent campaigns to promote specific listings, and client and agent portals and automated communications for Portfolio Escrow that also integrate with MyDouglas. • Fyxify: a tech-enabled platform that utilizes direct scheduling and operating technology to avoid the inefficiencies of home repairs. • Persefoni AI: a software-as-a-service, or “SaaS,” platform built to enable enterprises of all sizes to measure their carbon footprint accurately, dynamically and regularly across all operations. • Tongo: a financial program that gives real estate agents instant access to future commissions up to 60 days before closing. • Guest House: a tech-enabled company focused on the home staging market. • Alpaca: investment in Getaway House, Inc., a start-up company that provides cabin rental services in rural areas throughout the United States. • Infinite Creator: investment in Infinite Creator, a do-it-yourself video creation app that allows any agent with a phone to walk through a guided process and film the key pieces for a high-end luxury presentation video. • PropTech Venture Capital Funds: investments in the following venture capital funds providing us with exposure to opportunities in the emerging PropTech industry. ◦ Camber Creek Venture Capital Funds: two funds that invest in a diversified pipeline of new PropTech ventures. ◦ Sum Ventures: a fund that invests in growth companies in PropTech, FinTech, and CleanTech industries. ◦ MetaProp Venture Capital Fund: a fund advised or managed by a New York-based venture capital firm. ◦ The Lab PropTech Fund: a fund advised or managed by a Miami-based firm that aims to invest in emerging technologies with a focus on residential real estate and construction services. 7 Table of Contents Rechat, Purlin, Tongo, Guest House and Infinite Creator currently provide technology or services to Douglas Elliman.
In 2024 and 2025, Douglas Elliman was named the most trusted real estate brokerage firm in the United States as part of the America’s Most Trusted Series by Lifestory Research.
In 2025 and 2024, Douglas Elliman was named the most trusted real estate brokerage firm in the United States as part of the America’s Most Trusted Series by Lifestory Research.
PropTech Solutions Supporting Real Estate Services Our PropTech strategy leverages best-of-breed, proven legacy technologies and selective partnerships with early-stage, disruptive PropTech companies to support our real estate brokerage and services operations. This strategy supports our stakeholders, including our agents, their clients and our management team, by providing them with access to fast-changing and industry-leading technology.
Technology Solutions Supporting Real Estate Services Our technology strategy leverages best-of-breed, proven legacy technologies and selective partnerships with early-stage, disruptive PropTech companies to support our real estate brokerage and services operations. This strategy supports our stakeholders, including our agents, their clients and our management team, by providing them with access to fast-changing and industry-leading technology.
Examples of our PropTech platform for Douglas Elliman’s agents and their clients are summarized below. MyDouglas portal supports our agents in managing their business anytime, anywhere and on any device. Our MyDouglas agent portal is built on a native cloud SaaS technology foundation that is designed to rapidly adjust and incorporate new innovative solutions.
Examples of our technology platform for Douglas Elliman’s agents and their clients are summarized below. MyDouglas portal supports our agents in managing their business anytime, anywhere and on any device. Our MyDouglas agent portal is built on a native cloud SaaS technology foundation that is designed to rapidly adjust and incorporate new innovative solutions.
More than a century later, the Douglas Elliman brand is still associated with service, luxury and forward thinking — our mark ets are primarily international finance and technology hubs that are densely populated and offer housing inventory at premium price points.
More than a century later, the Douglas Elliman brand is still associated with service, luxury and forward thinking — our mark ets are primarily international finance hubs that are densely populated and offer housing inventory at premium price points.
As of December 31, 2024, our PropTech investments included: • Rechat: a lead-to-close, fully mobile technology dashboard for real estate agents including marketing, customer relationship management and transaction-management software. Douglas Elliman has a multi-year services agreement with Rechat for its agents, who are increasingly requesting and requiring superior access to technology and back-office support services.
As of December 31, 2025, our PropTech investments included: • Rechat: a lead-to-close, fully mobile technology dashboard for real estate agents including marketing, customer relationship management and transaction-management software. Douglas Elliman has a multi-year services agreement with Rechat for its agents, who are increasingly requesting and requiring superior access to technology and back-office support services.
We are seeking, through investment and acquisition, to expand and optimize our ancillary real estate services that allow our agents and our other businesses to enhance the client experience and drive growth in revenues and earnings. These services include escrow, title, mortgage finance, property management, notary, staging, renovation, security, moving, capital fundraising for developers, and more.
We are seeking, through investment and acquisition, to expand and optimize our ancillary real estate services that allow our agents and our other businesses to enhance the client experience and drive growth in revenues and earnings. These services include escrow, title, mortgage finance, notary, staging, renovation, security, moving, capital fundraising for developers, and more.
Copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Audit Committee charter, Compensation Committee charter and Corporate Responsibility and Nominating Committee charter have been posted on the Investor Relations section of our website and are also available in print to any stockholder who requests it.
Copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Audit Committee charter, Compensation and Human Capital Committee charter and Corporate Responsibility and Nominating Committee charter have been posted on the Investor Relations section of our website and are also available in print to any stockholder who requests it.
By using PropTech solutions and offering a suite of cutting-edge applications, our open architecture technology infrastructure provides users a “plug and play” environment where new features and functionality can be quickly added for the benefit of our agents and their clients. This helps ensure our technology remains state-of-the-art, vendor optionality is maintained, and our costs are minimized.
By offering a suite of cutting-edge applications, our open architecture technology infrastructure provides users a “plug and play” environment where new features and functionality can be quickly added for the benefit of our agents and their clients. This helps ensure our technology remains state-of-the-art, vendor optionality is maintained, and our costs are minimized.
On December 29, 2021, Vector Group completed the distribution of the common stock of Douglas Elliman to its stockholders (the “Distribution”), and we began trading on the New York Stock Exchange under the symbol “DOUG” on December 30, 2021. Strategy Since its inception in 1911, Douglas Elliman has challenged the status quo of the real estate industry.
On December 29, 2021, Vector Group completed the distribution of the common stock of Douglas Elliman to its stockholders (the “Distribution”), and we began trading on the New York Stock Exchange under the symbol “DOUG” on December 30, 2021. 4 Table of Contents Strategy Since its inception in 1911, Douglas Elliman has challenged the status quo of the real estate industry.
The residential real estate business is built upon personal relationships and we have long believed Douglas Elliman’s team of employees as well as approximately 6,200 agents distinguish us from other residential real estate brokerage firms. Forbes recognized Douglas Elliman in its 2023 list of America’s best employers.
The residential real estate business is built upon personal relationships and we have long believed Douglas Elliman’s team of employees as well as approximately 5,800 agents distinguish us from other residential real estate brokerage firms. Forbes recognized Douglas Elliman in its 2023 list of America’s best employers.
We also offer, including through our subsidiaries and ventures, ancillary services, such as property management, title and escrow services. Douglas Elliman Inc. is a Delaware corporation incorporated in 2021 in connection with the separation of Douglas Elliman from Vector Group Ltd., as an independent, publicly traded company, listed on the New York Stock Exchange.
We also offer, including through our subsidiaries and ventures, development marketing services and ancillary services, such as mortgage, title and escrow services. Douglas Elliman Inc. is a Delaware corporation incorporated in 2021 in connection with the separation of Douglas Elliman from Vector Group Ltd., as an independent, publicly traded company, listed on the New York Stock Exchange.
In addition to DE Title Services, in June 2021, we acquired a 50% interest in Partners Land Services LLC, which is engaged in the provision of title insurance services in Florida. Douglas Elliman is actively exploring similar ventures in other real estate markets. Leading provider of escrow services.
In addition to DE Title Services, in June 2021, we acquired a 50% interest in Partners Land Services LLC, which is engaged in the provision of title insurance services in Florida. Douglas Elliman may explore similar ventures in other real estate markets. Leading provider of escrow services.
We do not intend for information contained in, or available through, our website to be part of this Annual Report on Form 10-K. 12 Table of Contents
We do not intend for information contained in, or available through, our website to be part of this Annual Report on Form 10-K.
Douglas Elliman owns Douglas Elliman Realty, LLC, one of the largest residential brokerage companies in the New York metropolitan area, which includes New York City, Long Island, the Hamptons, Westchester, Connecticut and New Jersey, and also conducts operations in Florida, California, Texas, Colorado, Nevada, Massachusetts, Maryland, Virginia, Washington D.C., Arizona, New 4 Table of Contents Hampshire and Michigan.
Douglas Elliman owns Douglas Elliman Realty, LLC, one of the largest residential brokerage companies in the New York metropolitan area, which includes New York City, Long Island, the Hamptons, Westchester, Connecticut and New Jersey, and also conducts operations in Florida, California, Texas, Colorado, Nevada, Massachusetts, Maryland, Virginia, and Washington D.C.
We believe these collaborative relationships are mutually beneficial because they keep Douglas Elliman both asset light and on the cutting edge of the industry by offering our agents innovative solutions and services that can be integrated into our technology.
We believe these collaborative relationships have been mutually beneficial because they have kept Douglas Elliman both asset light and on the cutting edge of the industry by offering our agents innovative solutions and services that can be integrated into our technology.
These tools are designed to support agent productivity, earnings potential and satisfaction, and we believe they enhance our efforts to recruit and retain high-performing agents. Growth Strategy Expand our footprint into adjoining markets.
These tools are designed to support agent productivity, earnings potential and satisfaction, and we believe they enhance our efforts to recruit and retain high-performing agents. Growth Strategy Grow our presence in our existing markets and expand our footprint into adjoining and international markets.
We strategically aim to build on our leadership position in the New York metropolitan area, including New York City, Long Island, Westchester and the Hamptons, while entering and expanding in 10 Table of Contents complementary markets as well as key markets in Florida, California, Texas, Colorado, Nevada, Massachusetts, Maryland, Virginia and Washington, D.C. , where the Douglas Elliman brand has strong awareness and brand equity.
We strategically aim to build on our leadership position in the New York metropolitan area, which includes New York City, Long Island, the Hamptons, Westchester, Connecticut and New Jersey, while entering and expanding in complementary markets as well as key markets in Florida, California, Texas, Colorado, Nevada, Massachusetts, Maryland, Virginia and Washington, D.C. , where the Douglas Elliman brand has strong awareness and brand equity.
We are proud that women are well represented in our leadership as they comprise 46% of our “Executive/Senior Level officers and managers” and 65% of our “First/Mid-Level officials and managers.” While most of Douglas Elliman’s employees are located in the New York and Miami metropolitan areas, our agents are primarily located in New York, Florida, California, Texas, Colorado, Nevada, Massachusetts, Maryland, Virginia, Washington, D.C. and the Bahamas.
We are proud that women are well represented in our leadership as they comprise 46% of our “E xecutive/Senior Level officers and managers” an d 64% of our “First/Mid-Level officials and managers.” While most of Douglas Elliman’s employees are located in th e New York and Miami metropolitan areas, our agents are primarily located in the New York metropolitan area, as well as Florida, California, Texas, Colorado, Nevada, Massachusetts, Maryland, Virginia, and Washington, D.C.
Despite these macroeconomic challenges, we believe our competitive advantages in the luxury markets distinguish us from our competitors and our comprehensive suite of real estate solutions, our industry-leading brand name, and our talented team of employees and agents set us apart in the industry.
We believe our competitive advantages in the luxury markets distinguish us from our competitors and our comprehensive suite of real estate solutions, the strength of our brand name, and our talented team of agents and employees set us apart in the industry.
As the real estate brokerage industry evolves and addresses these challenges related to constrained inventory of homes as well as higher mortgage rates, we continue to pursue profitable growth opportunities through the expansion of our footprint, investments in cutting-edge PropTech companies through New Valley Ventures, continued recruitment of best-in-class talent, acquisitions (acqui-hires), and operational efficiencies.
As the real estate brokerage industry evolves and addresses challenges related to constrained inventory of homes as well as higher mortgage rates, we continue to pursue profitable growth opportunities through the expansion of our footprint and new ancillary real estate service offerings, continued recruitment of best-in-class talent, acquisitions (acqui-hires), and operational efficiencies.
Experienced team of talented agents and employees. The residential real estate business is built upon personal relationships, and we have long believed Douglas Elliman’s team of approximately 783 employees and approximately 6,200 agents (including 5,264 Principal Agents), as of December 31, 2024, distinguishes us from other residential real estate brokerage firms.
Experienced team of talented agents and employees. The residential real estate business is built upon personal relationships, and we have long believed Douglas Elliman’s team of approximately 580 employees and approximately 5,800 agents (including 4,492 Principal Agents), as of December 31, 2025, distinguishes us from other residential real estate brokerage firms.
We are bringing innovative, technology-driven PropTech solutions to Douglas Elliman by adopting new PropTech solutions for our agents and their clients and investing in select PropTech opportunities through our subsidiary, New Valley Ventures LLC. Our model is to source and use best-of-breed products and services that we believe will increase our efficiency.
We are bringing innovative, technology-driven solutions to Douglas Elliman by adopting new technology solutions for our agents and their clients. Our model is to source and use best-of-breed products and services that we believe will increase our efficiency.
These town halls are intended to promote a spirit of camaraderie, educate our employees and agents, and strengthen our culture of connectivity and entrepreneurialism. • In 2024, we hosted the record-breaking virtual Elliman Summit, a three-day event that brought together 9,786 agent participants across 31 sessions.
These town halls are intended to promote a spirit of camaraderie, educate our employees and agents, and strengthen our culture of connectivity and entrepreneurialism. • In 2025, we hosted the record-breaking virtual Elliman Summit, a three-day event that brought together approximately 10,000 participants across more than 30 sessions.
For additional information on government regulation refer to Part I, Item 1A “Risk Factors—Risks Related to Our Real Estate Business—Industry structure changes that disrupt the functioning of the residential real estate market, including as a result of litigation or regulatory scrutiny, could materially adversely affect our operations and financial results.” Available Information Our website address is www.elliman.com.
For additional information on government regulation refer to Part I, Item 1A “Risk Factors—Risks Related to Our Real Estate Business—Industry structure changes that disrupt the functioning of the residential real estate market, including as a result of litigation or regulatory scrutiny, could materially adversely affect our operations and financial results” and “Risk Factors—Risks Related to Our Real Estate Business—Our international expansion and launch of Elliman International may subject us to different or greater risks from those associated with our operations in the United States.” Available Information Our website address is www.elliman.com.
Further, we have established a reputation for luxury and trust, which we believe has differentiated our brand from those of our peers.
Metro area, which includes Maryland, Virginia and Washington D.C . Further, we have established a reputation for luxury and trust, which we believe has differentiated our brand from those of our peers.
Government Regulation We operate in an increasingly complex legal and regulatory environment. Our business and the products and services that we offer are affected by a continually expanding and evolving range of local, state, federal, and international laws and regulations.
Our business and the products and services that we offer are affected by a continually expanding and evolving range of local, state, federal, and international laws and regulations.
DEDM offers leading expertise in sales, leasing, and marketing for new developments in New York City, Long Island, the Hamptons, New Jersey, South Florida, California, Massachusetts and Texas, as well as throughout the United States and internationally.
We define principal agents as number of teams, plus the number of individual agents not on teams. Leading new development marketing platform. DEDM offers leading expertise in sales, leasing, and marketing for new developments in New York City, Long Island, the Hamptons, New Jersey, South Florida, California, Massachusetts and Texas, as well as throughout the United States and internationally.
Because these PropTech companies and funds are accounted for as investments, we have not recognized revenue from these PropTech investments to date and do not anticipate recognizing revenue from these PropTech investments in the future. However, we target earning an attractive rate of return from the capital appreciation of our PropTech investments.
Because these PropTech companies and funds are accounted for as investments, we have not recognized revenue from these PropTech investments to date and do not anticipate recognizing revenue from these PropTech investments in the future.
As of December 31, 2024, New Valley Ventures had investments in PropTech companies and funds (at a carrying value) of approximately $11.4 million. This amounts to approximately 2% of the value of Douglas Elliman’s total assets, which totaled approximately $494 million, as of December 31, 2024.
PropTech Investments As of December 31, 2025, our subsidiary DOUG Ventures, LLC owned investments in PropTech companies and funds (at a carrying value) of approximately $11.4 million. This amounts to approximately 3% of the value of Douglas Elliman’s total assets, which totaled approximately $444 million, as of December 31, 2025.
We have a strong presence in most major luxury real estate markets in the United States, including New York, Florida, California, Texas, Colorado, Nevada, Massachusetts as well as the Washington, D.C. Metro area, which includes Maryland, Virginia and Washington D.C .
Our Competitive Strengths Leading luxury brand with a strong presence in markets where we have brand recognition and brand equity. We have a strong presence in most major luxury real estate markets in the United States, including New York, Florida, California, Texas, Colorado, Nevada, Massachusetts as well as the Washington, D.C.
We expect technology to be a key differentiator as we grow our ancillary services businesses, in terms of adoption by our agents, delivery to their clients and disruption of traditional business models not yet transformed by technology. Invest in compelling PropTech opportunities that facilitate our growth and competitive differentiation.
We expect technology to be a key 8 Table of Contents differentiator as we grow our ancillary services businesses, in terms of adoption by our agents, delivery to their clients and disruption of traditional business models not yet transformed by technology. Continue to recruit best-in-class agents.
We will continue to employ a disciplined capital allocation strategy aimed at generating sustainable long-term value for our stockholders. 5 Table of Contents Real Estate Services Large residential brokerage company with a recognized luxury brand.
We will continue to employ a disciplined capital allocation strategy aimed at generating sustainable long-term value for our stockholders. Real Estate Services Large residential brokerage company with a recognized luxury brand. The Douglas Elliman name is synonymous with luxury and we serve many of the leading luxury markets in the United States.
The technology is completely “plug and play” enabled, which supports our ability to quickly adjust our solutions in concert with the digital transformation happening in PropTech today. 6 Table of Contents Components of our MyDouglas solution include integrated customer relationship management, email marketing, marketing content creation and management, transaction management, video creation and virtual tours, comparative market analysis, home valuation tools, listing analytics, digital ad campaigns, open house management, new development sales and digital marketing, artificial intelligence, predictive analytics and more.
Components of our MyDouglas solution include integrated customer relationship management, email marketing, marketing content creation and management, transaction management, video creation and virtual tours, comparative market analysis, home valuation tools, listing analytics, digital ad campaigns, open house management, new development sales and digital marketing, artificial intelligence, predictive analytics and more.
In addition, Douglas Elliman offers comprehensive benefit programs to its employees which provide them with, among other things, medical, dental, and vision healthcare; 401(k) matching contributions; paid parental leave; and paid vacation time.
In addition, Douglas Elliman offers comprehensive benefit programs to its employees which provide them with, among other things, medical, dental, and vision healthcare; 401(k) matching contributions; paid parental leave; and paid vacation time. 9 Table of Contents We value employee wellness and as such, we also provide an Employee Assistance Program offering virtual support services from healthcare to mental health.
Elliman Essentials provides a curated list of offerings from preferred vendors that Douglas Elliman’s approximately 6,200 agents and an additional 409 employees access to source products, services and experiences to enhance business practices and purchase closing gifts for customers. Elliman Essentials can be accessed on our intranet portal, MyDouglas. Elliman Showroom is a client and customer lifetime concierge solution .
Elliman Essentials provides a curated list of offerings from preferred vendors that Douglas Elliman’s approximately 5,800 agents and approximately 400 employees access to source products, services and experiences to enhance business practices and purchase closing gifts for customers.
Continue executing the growth strategy of DEDM. Our hybrid DEDM platform matches experienced new development experts with skilled brokerage professionals to provide differentiated expertise and real time market intelligence to DEDM’s developer clients. We believe there is a clear path to growth through expansion into new markets. Provide ancillary services to enhance the client experience and drive growth.
The Market Growth team will focus on expanding our footprint within current markets, while the New Markets team will pursue expansion into new domestic and international markets. Continue executing the growth strategy of DEDM. Our hybrid DEDM platform matches experienced new development experts with skilled brokerage professionals to provide differentiated expertise and real-time market intelligence to DEDM’s developer clients.
Drawi ng upon decades of experience and market-specific knowledge, DEDM offers a multidisciplinary approach that includes comprehensive in-house research, planning and design, marketing and sales. DEDM ranks among the most prominent sales and marketing firms in New York and Florida, as well as Douglas Elliman’s other luxury markets, and employs approximately 86 in-house development professionals.
DEDM ranks among the most prominent sales and marketing firms in New York and Florida, as well as Douglas Elliman’s other luxury markets, and employs approximately 88 in-house development professionals.
In addition to entering business relationships with these PropTech companies, we are committed to creating over time a dynamic portfolio of PropTech companies by leveraging our relationships to provide them access to our agents and their clients, as well as our knowledge and experience.
In addition to entering business relationships with these technology companies, we have invested in property technology, or PropTech, companies and leveraged our relationships to provide these companies with access to our agents and their clients, as well as our knowledge and experience.
The user-friendly portal incorporates automated and simplified workflows for agent interactions, expansive data-rich dashboards and reports backed by artificial intelligence, or AI, and integrated data assets.
The user-friendly portal incorporates automated and simplified workflows for agent interactions, expansive data-rich dashboards and reports backed by artificial intelligence, or AI, and integrated data assets. The technology is completely “plug and play” enabled, which supports our ability to quickly adjust our solutions in concert with the digital transformation happening in technology today.
Leveraging regional recruiting teams, along with CRM and other necessary technology support, we seek to continue recruiting best-in-class talent at all levels. Relentlessly pursue operational efficiencies. We have an ongoing, firm-wide focus on expense control, operational efficiency and profitability. Human Capital We have long believed that the diversity and talent of our people provides a competitive advantage to Douglas Elliman.
We have an ongoing, firm-wide focus on expense control, operational efficiency and profitability. Consequently, we have and continue to restructure marketing and technology agreements and have consolidated redundant office leases. We continue to analyze opportunities to create operational efficiencies. Human Capital We have long believed that the diversity and talent of our people provides a competitive advantage to Douglas Elliman.
As of December 31, 2024, Douglas Elliman has 121 offices with approximately 6,200 real estate agents in the New York metropolitan area, as well as in Florida, California, Texas, Colorado, Nevada, Massachusetts, Maryland, Virginia and Washington, D.C. The Douglas Elliman name is synonymous with luxury. Prominent new development sales and marketing firm.
As of December 31, 2025, Douglas Elliman had 114 offices with approximately 5,800 real estate agents in the New York metropolitan area, as well as in Florida, California, Texas, Colorado, Nevada, Massachusetts, Maryland, Virginia and Washington, D.C. Douglas Elliman also launched Elliman International in 2025 and, through licensing arrangements, licensed brokers in France, Monaco and St.
Through a strategic global alliance with Knight Frank Residential, the world’s largest privately-owned property consultancy, DEDM markets properties to international audiences. We employ a hybrid broker model where our traditional residential real estate agents work in tandem with our DEDM professionals and leverage their extensive industry relationships for the benefit of DEDM clients.
We employ a hybrid broker model where our traditional residential real estate agents work in tandem with our DEDM professionals and leverage their extensive industry relationships for the benefit of DEDM clients. Agents are able to market and sell high-profile developments that enhance their brands and provide additional commission revenue potential.
In 2024, New Valley Ventures monetized two PropTech investments, LiveEasy and Bilt, and recorded gains of $4.6 million and $1.0 million respectively, for the year ended December 31, 2024. Our Competitive Strengths Leading luxury brand with a strong presence in markets where we have brand recognition and brand equity.
In 2024, DOUG Ventures monetized two PropTech investments, LiveEasy and Bilt, and recorded gains of $4.6 million and $1.0 million respectively, for the year ended December 31, 2024. In 2025, DOUG Ventures monetized its remaining investment in Bilt Technologies, Inc. and recorded a gain of $1.2 million for the year ended December 31, 2025.
Douglas Elliman’s Development Marketing division, or DEDM, distinguishes our positioning and reputation in the luxury real estate segment. DEDM is sought after by well-known real estate developers as it offers expertise in sales, leasing, and marketing for new developments throughout key markets in the United States and internationally.
DEDM is sought after by well-known real estate developers as it offers expertise in sales, leasing, and marketing for new developments throughout key markets in the United States and internationally. Drawi ng upon decades of experience and market-specific knowledge, DEDM offers a multidisciplinary approach that includes comprehensive in-house research, planning and design, marketing and sales.
The Rechat technology is a key element of MyDouglas, Douglas Elliman’s primary agent portal designed to be our agents’ technology front door, and StudioPro, the cloud-based agent portal and marketing tool recently launched by Douglas Elliman that helps integrate all agent resources in one user-friendly suite. • Purlin: an automated intelligence company that powers multiple platforms for Douglas Elliman including: a personalized collaboration platform to aid in home discovery for agents’ clients, an agent “paid social media” integration into MyDouglas that enables intelligent campaigns to promote specific listings, and client and agent portals and automated communications for Portfolio Escrow that also integrate with MyDouglas. • LiveEasy: a client- and customer-facing digital concierge service designed to assist clients and customers moving into and “setting up” their new homes, while offering additional services to maintain their homes.
The Rechat technology is a key element of MyDouglas, Douglas Elliman’s primary agent portal designed to be our agents’ technology front door, and StudioPro, the cloud-based agent portal and marketing tool recently launched by Douglas Elliman that helps integrate all agent resources in one user-friendly suite. • Purlin Enterprises Inc: an automated intelligence company with an end-to-end artificial intelligence operating system for residential real estate, mortgage and title.
Since its inception, we have hosted panels hearing from women at Douglas Elliman who are shattering glass ceilings and members of the Asian American and Pacific Islander community whose work has left a mark on our firm and industry at large. • We continued to support diversity efforts, including sponsoring Aspen Gay Ski Week, matching employees’ and agents’ contributions to the NAACP Legal and Education Fund, the AAPI Community Fund and various other health and social charitable organizations. • Through our robust community minded platform Elliman Cares, we continue to support organizations benefiting victims of various Florida hurricanes, California wildfires, Texas and Puerto Rico flood disasters and the Ukraine Humanitarian Crisis Fund of the American Red Cross.
The luxury event included a robust agenda of speakers, peer-to-peer agent panels and world-class entertainment, all designed to build agent referral networks, enhance Elliman culture and community, strengthen brand loyalty amongst agents and attract recruits from competing firms. • We also continued our Elliman Empower program where we provided open office hours, offering personalized support 3–4 times per week to answer questions, explore tools, and refine skills to enhance the success for our agents. • We continued to support diversity efforts, including sponsoring Aspen Gay Ski Week, matching employees’ and agents’ contributions to the NAACP Legal and Education Fund, the AAPI Community Fund and various other health and social charitable organizations. • Through our robust community minded platform Elliman Cares, we continue to support organizations benefiting victims of various Florida hurricanes, California wildfires, Texas and Puerto Rico flood disasters and the Ukraine Humanitarian Crisis Fund of the American Red Cross.
ITEM 1. BUSINESS Overview Douglas Elliman Inc. is engaged in the real estate services and property technology investment business and is seeking to acquire or invest in additional real estate services and property technology, or PropTech, companies.
ITEM 1. BUSINESS Overview Douglas Elliman Inc. is a holding company that, through its subsidiaries, is engaged in the real estate services business.
This simple, “do-it-yourself,” end-to-end digital homeowner engagement platform includes more than 40 direct partnerships and integrations across multiple industries.
This simple, “do-it-yourself,” end-to-end digital homeowner engagement platform includes more than 40 direct partnerships and integrations across multiple industries. Elli AI is an Artificial Intelligence assistant application for our agents. Elli AI is designed to save time on manual searches and repetitive tasks and has been initially launched in Florida before rolling out nationally across the United States.
Agents are able to market and sell high-profile developments that enhance their brands and provide additional commission revenue potential. We believe this model provides a competitive advantage to our DEDM business while also increasing the attractiveness of the Douglas Elliman platform to current and prospective agents. Premium residential property management business.
We believe this model provides a competitive advantage to our DEDM business while also increasing the attractiveness of the Douglas Elliman platform to current and prospective agents. 5 Table of Contents Full-service title insurance business. Douglas Elliman is also engaged in the provision of title insurance services through its subsidiary DE Title Services.
Furthermore, we maintain upside potential in the success of our PropTech partners in which we invest through minority stakes in their capital structures. Continue to recruit best-in-class agents. Our recognized brand, combined with DEDM and the PropTech resources provided to our agents, support our ability to recruit experienced, high-performing agents.
Our recognized brand, combined with DEDM and the technology resources provided to our agents, support our ability to recruit experienced, high-performing agents. Leveraging regional recruiting teams, along with CRM and other necessary technology support, we seek to continue recruiting best-in-class talent at all levels. Relentlessly pursue operational efficiencies.
As of December 31, 2024 , we employed approximately 783 employees, of which 409 were employed by Douglas Elliman Realty LLC, 216 were employed at Douglas Elliman Property Management and 158 were employed at Douglas Elliman’s corporate headquarters. Real Estate Brokerage .
As of December 31, 2025 , we employed approximately 580 employees, including 180 employees at Douglas Elliman’s brokerage headquarters in New York City. Real Estate Brokerage .
The average transaction value of a home we sold in 2024 was approximately $1.67 million — significantly higher than our principal competitors. We are building on our record of innovation. Douglas Elliman is focused on digitizing, integrating and simplifying real estate activities for our agents and elevating their clients’ experiences.
The average transaction value of a home we sold in 2025 was approximately $1.86 million — significantly higher than our principal competitors. Douglas Elliman boasts a prestigious luxury brand that is complemented by a comprehensive suite of technology-enabled real estate services and investments. These distinguishing qualities position us to capitalize on opportunities in the U.S. res idential real estate market.
Removed
Furthermore, we maintain upside potential in the success of our PropTech partners in which we invest through minority stakes in their capital structures. Douglas Elliman boasts a prestigious luxury brand that is complemented by a comprehensive suite of technology-enabled real estate services and investments.
Added
Furthermore, we maintain upside potential in the success of our PropTech partners in which we invest through minority stakes in their capital structures. Since 2021, according to the National Association of Realtors, or NAR, existing home sales have declined or remained flat compared to the previous year. In 2025, existing home sales were 4.06 million, which was flat with 2024.
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These distinguishing qualities position us to capitalize on opportunities in the U.S. res idential real estate market.
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Although sales in 2025 and 2024 were little changed from 2023, when sales of existing homes were 4.09 million units, existing home sales in 2025 were the lowest since 1995. Nonetheless, the national median home price for 2025 and 2024, respectively, rose 1.7% and 4.7% from the prior year, according to NAR.
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Despite various “agentless” models such as “iBuying,” approximately 90% of sellers and 88% of buyers were assisted by a real estate agent or broker when selling or purchasing their home between July 2023 and June 2024, according to the National Association of Realtors, or NAR, highlighting the central role agents continue to play in real estate transactions.
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By comparison, our average sales price increased by 11% to $1.86 million in 2025 from $1.67 million in 2024.
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Agents are able to generate significant repeat business from clients and referrals, with 66% of home sellers between July 2023 and June 2024 choosing to collaborate with an agent they had used in the past or from a referral, according to the NAR.
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Barths are able to service clients utilizing the Douglas Elliman name. Prominent new development sales and marketing firm. Douglas Elliman’s Development Marketing division, or DEDM, distinguishes our positioning and reputation in the luxury real estate market.
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Repeat business, as well the ability to provide ancillary services, allows agents to extend their client relationships and generate significant lifetime value.
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Provider of financing solutions for homeowners . In 2025, Douglas Elliman launched Elliman Capital, an in-house mortgage platform designed to streamline the home financing process for clients seeking both traditional and non-traditional loan products.
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After a strong 2021, when existing home sales reported by the NAR reached their highest level since 2006, the residential real estate brokerage industry began experiencing significant challenges in the second quarter of 2022, which have continued to date.
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Elliman Capital currently provides clients in Florida and New York access to an extensive range of loan products including conventional loans, jumbo loans, construction loans, investment property financing, bridge loans, commercial lending, second home mortgages, FHA loans, VA loans, and USDA loans through a strategic alliance with Associated Mortgage Bankers, Inc. (“Associated Mortgage”).
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These challenges have been marked by a reduced inventory of homes available for sale, which we believe has been caused by elevated mortgage rates since early 2022. According to the NAR, sales of existing homes of 4.06 million in 2024, which was the lowest amount since 1995, declined from 4.09 million in 2023 and 5.03 million in 2022.
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Residentia l Property Management Business (before October 25, 2025).
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By comparison, our transactions increased by 1% to 21,781 in 2024 from 21,606 in 2023. We began to see a stabilization in our revenues during 2023. This trend continued throughout 2024, and our revenues were 4% more than in 2023.
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Prior to October 25, 2025, Douglas Elliman was engaged in the management of cooperative, condominium and rental apartment buildings through its previously owned subsidiary, Residential Management Group, LLC, which conducts business as Douglas Elliman Property Management or “DEPM.” On October 24, 2025, as part of our focus to continue to position ourselves as the premier, pure-play, luxury real estate brokerage, we sold DEPM for $85 million, subject to customary adjustments for cash, indebtedness, transaction expenses and working capital amounts at closing.
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Based on cash receipts in January and February 2025, we expect these increases to continue in the first quarter of 2025 and the NAR and other real estate industry consortiums are forecasting similar increases in the U.S. residential real estate market in 2025.
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Elliman Essentials can be accessed on our intranet portal, MyDouglas. 6 Table of Contents Elliman Showroom is a client and customer lifetime concierge solution .
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Douglas Elliman is also engaged in the management of cooperative, condominium and rental apartment buildings through its subsidiary, Residential Management Group, LLC, which conducts business as Douglas Elliman Property Management.
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We believe there is a significant opportunity to expand our presence, as well as the Douglas Elliman brand, in both our current, as well as new markets.
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As of December 31, 2024, Residential Management Group provides a full range of fee-based management services for approximately 450 properties representing approximately 55,000 units in New York City, Nassau County, Long Island City and Westchester County. Full-service title insurance business. Douglas Elliman is also engaged in the provision of title insurance services through its subsidiary DE Title Services.
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Abroad, Elliman International has expanded the Douglas Elliman brand to France, Monaco, and Saint Barthélemy in 2025. To support this strategy, in 2026, Douglas Elliman has launched two growth teams - the “Market Growth” team and “New Markets” team - and these teams will opportunistically recruit agents (acqui-hires) by highlighting our competitive advantage in serving the luxury real estate sector.
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We believe technology innovation is best fostered in these smaller, purpose-built PropTech companies to develop new products rather than inside of a large company, such as Douglas Elliman, because in-house technology is generally more costly to develop, takes longer to bring to market and rarely generates the most cutting-edge solutions.
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We believe there is a clear path to growth through expansion into new markets. Provide ancillary services to enhance the client experience and drive growth.
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It leverages our investee and growing PropTech startup, LiveEasy. 7 Table of Contents PropTech Investments 8 Table of Contents In addition to leveraging PropTech solutions to support our real estate brokerage and services operations, we believe that by investing in early-stage PropTech companies, Douglas Elliman can gain differentiated access to innovative PropTech services while benefiting from the expected growth and valuations of these firms without the need to build or fully acquire them.
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Elliman Capital, a new initiative, offers traditional and non-traditional luxury home financing, foreign national and investment property loans, refinancing, and other custom and specialty lending solutions through an alliance with Associated Mortgage.
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We believe investing in these PropTech companies and investment funds enables us to establish relationships with these companies (and funds’ portfolio companies) to seek preferred terms, become an early adopter of emerging technologies and achieve greater product integration with our users and technology applications.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAny of the following could be associated with cyclicality in the real estate market by halting or limiting a recovery in the residential real estate market, and have an adverse effect on our business by causing periods of lower growth or a decline in the number of home sales and/or property prices which in turn could adversely affect our revenue and profitability: • periods of economic slowdown or recession; • rising interest rates and inflation; • the general availability and cost of mortgage financing; • a negative perception of the market for residential real estate; • commission pressure from brokers who discount their commissions; • an increase in the cost of homeowners’ insurance for owners of single-family homes and condominium associations; • weak credit markets; • a low level of consumer confidence in the economy and/or the real estate market; • instability of financial institutions, which may result in, among other things, depository banks not honoring escrow and trust deposits held by certain of our subsidiaries; • legislative, tax or regulatory changes that could adversely impact the real estate market, including, but not limited to, potential reform relating to Fannie Mae, Freddie Mac and other government sponsored entities that provide liquidity to the U.S. housing and mortgage markets, and potential limits on, or elimination of, the deductibility of certain mortgage interest expense and property taxes; • adverse changes in economic and general business conditions in the New York metropolitan area or the other markets in which we operate; • a decline in the affordability of homes; • declining demand for real estate; • declining home ownership rates, declining demand for real estate and changing social attitudes toward home ownership; • acts of God, such as hurricanes, earthquakes and other natural disasters, or acts or threats of war or terrorism; and/or • adverse changes in global, national, regional and local economic and market conditions, particularly in the New York metropolitan area and the other markets where we operate, including those relating to pandemics and health crises. 13 Table of Contents We are impacted by the performance of the real estate markets in the New York metropolitan area and there may be a reduction in the attractiveness of those markets as well as the other markets in which we operate.
Biggest changeAny of the following could be associated with cyclicality in the real estate market by halting or limiting a recovery in the residential real estate market, and consequently have an adverse effect on our business by causing periods of lower growth or a decline in the number of home sales and/or property prices which in turn could adversely affect our revenue and profitability: 10 Table of Contents • periods of economic slowdown or recession; • rising interest rates and inflation; • the general availability and cost of mortgage financing; • a negative perception of the market for residential real estate; • commission pressure from brokers who discount their commissions; • an increase in the cost of homeowners’ insurance for owners of single-family homes and condominium associations; • weak credit markets; • a low level of consumer confidence in the economy and/or the real estate market; • instability of financial institutions, which may result in, among other things, depository banks not honoring escrow and trust deposits held by certain of our subsidiaries; • legislative, tax or regulatory changes that could adversely impact the real estate market, including, but not limited to, potential reform relating to Fannie Mae, Freddie Mac and other government sponsored entities that provide liquidity to the U.S. housing and mortgage markets, and potential limits on, or elimination of, the deductibility of certain mortgage interest expense and property taxes; • a decline in the affordability of homes; • declining demand for real estate; • declining home ownership rates, declining demand for real estate and changing social attitudes toward home ownership; • acts of God, such as hurricanes, earthquakes and other natural disasters, or acts or threats of war or terrorism; and/or • adverse changes in global, national, regional and local economic and market conditions, particularly in the New York metropolitan area and the other markets where we operate.
In April 2024, the FTC enacted a rule that prohibited employers from entering non-compete clauses with workers and require employers to rescind existing non-compete clauses. Shortly after enactment, the rule was subject to various legal challenges and the rule was set aside by the U.S. District Court for the Northern District of Texas.
In April 2024, the FTC enacted a rule that prohibited employers from entering into non-compete clauses with workers and require employers to rescind existing non-compete clauses. Shortly after enactment, the rule was subject to various legal challenges and the rule was set aside by the U.S. District Court for the Northern District of Texas.
Numerous factors can influence our results of operations, including: • our ability to attract and retain agents; • our ability to develop innovative solutions and offer new services on our platform; • changes in interest rates or mortgage underwriting standards; • the actions of our competitors; • costs and expenses related to the strategic acquisitions, investments and joint ventures; • increases in and timing of operating expenses that we may incur to grow and expand our operations and to remain competitive; • changes in the legislative or regulatory environment, including with respect to real estate commission rates and disclosures; • system failures or outages, or actual or perceived breaches of security or privacy, and the costs associated with preventing, responding to, or remediating any such outages or breaches; • adverse judgments, settlements, or other litigation-related costs and the fees associated with investigating and defending claims; • the overall tax rate for our business and the impact of any changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or interpretations are issued and may significantly affect the effective tax rate of that period; • the application of new or changing financial accounting standards or practices; • changes in real estate market conditions; • changes in our leadership or senior management; and • changes in regional or national business or macroeconomic conditions, including because of a pandemic, which may impact the other factors described above.
Numerous factors can influence our results of operations, including: 21 Table of Contents • our ability to attract and retain agents; • our ability to develop innovative solutions and offer new services on our platform; • changes in interest rates or mortgage underwriting standards; • the actions of our competitors; • costs and expenses related to the strategic acquisitions, investments and joint ventures; • increases in and timing of operating expenses that we may incur to grow and expand our operations and to remain competitive; • changes in the legislative or regulatory environment, including with respect to real estate commission rates and disclosures; • system failures or outages, or actual or perceived breaches of security or privacy, and the costs associated with preventing, responding to, or remediating any such outages or breaches; • adverse judgments, settlements, or other litigation-related costs and the fees associated with investigating and defending claims; • the overall tax rate for our business and the impact of any changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or interpretations are issued and may significantly affect the effective tax rate of that period; • the application of new or changing financial accounting standards or practices; • changes in real estate market conditions; • changes in our leadership or senior management; and • changes in regional or national business or macroeconomic conditions, including because of a pandemic, which may impact the other factors described above.
The attractiveness of New York City may also be negatively affected by other factors, including high residential property sales prices or rents (or a risk or perceived risk of a fall in sales prices in the future), high costs of living, the impact of the Tax Act, the impact of changes in state tax law, such as the real estate transfer tax on luxury property, and negative perceptions surrounding quality of life, safety and security (including the risk or perceived risk of acts of terrorism or protests).
The attractiveness of New York City may also be negatively affected by other factors, including high residential property sales prices or rents (or a risk or perceived risk of a fall in sales prices in the future), high costs of living, the impact of the 2017 Tax Act and the OBBBA, the impact of changes in state tax law, such as the real estate transfer tax on luxury property, and negative perceptions surrounding quality of life, safety and security (including the risk or perceived risk of acts of terrorism or protests).
See Item 3 “Legal Proceedings- The results of any such claims, lawsuits, arbitration proceedings, government investigations or other legal or regulatory proceedings cannot be predicted with certainty.
See Item 3 “Legal Proceedings.” The results of any such claims, lawsuits, arbitration proceedings, government investigations or other legal or regulatory proceedings cannot be predicted with certainty.
We believe that low mortgage rates were a significant factor in the trend in increased homeowner equity and growth in home prices and sales in 2021. In March 2022, the Federal Reserve Board began increasing its primary policy interest rate as well as reducing the size of its balance sheet. Consequently, mortgage interest rates have significantly and rapidly increased.
We believe that low mortgage rates were a significant factor in the trend in increased homeowner equity and growth in home prices and sales through 2021. In March 2022, the Federal Reserve Board began increasing its primary policy interest rate as well as reducing the size of its balance sheet. Consequently, mortgage interest rates significantly and rapidly increased.
ITEM 1A. RISK FACTORS Our business faces many risks. Below we described the known material risks that we face. There may be additional risks that we do not yet know of or that we do not currently perceive to be significant that may also impact our business.
ITEM 1A. RISK FACTORS Our business faces many risks. Below we describe the known material risks that we face. There may be additional risks that we do not yet know of or that we do not currently perceive to be significant that may also impact our business.
This decline has 14 Table of Contents caused more homeowners to remain in their homes, reducing the volume of home sale transactions closed by our brokers and agents. Historically low home inventory levels could have a material adverse effect on our business, financial condition and results of operations . Consumers may adopt alternatives to full-service agents.
This decline has caused more homeowners to remain in their homes, reducing the volume of home sale transactions closed by our brokers and agents. Historically low home inventory levels could have a material adverse effect on our business, financial condition and results of operations . Consumers may adopt alternatives to full-service agents.
Customary commission rates could change due to market forces locally or industry-wide, as well as due to regulatory or legal changes in such markets, including because of litigation or enforcement 16 Table of Contents actions. In addition, there can be no assurance that we will be able to maintain the percentage of commission income that we collect from our agents.
Customary commission rates could change due to market forces locally or industry-wide, as well as due to regulatory or legal changes in such markets, including because of litigation or enforcement actions. In addition, there can be no assurance that we will be able to maintain the percentage of commission income that we collect from our agents.
Such consequences may reduce our revenues, require additional expenditure, or distract our management’s attention from pursuing its growth strategy. 18 Table of Contents We could experience meaningful changes in industry operations or structure, as a result of governmental pressures, the result of litigation, changes to NAR or MLS rules, the actions of certain competitors or the introduction or growth of certain competitive models.
Such consequences may reduce our revenues, require additional expenditure, or distract our management’s attention from pursuing its growth strategy. We could experience meaningful changes in industry operations or structure, as a result of governmental pressures, the result of litigation, changes to NAR or MLS rules, the actions of certain competitors or the introduction or growth of certain competitive models.
We and our third-party service providers have experienced, and expect to continue to experience, these types of internal and external threats and incidents, which can result, and have resulted, in the misappropriation and unavailability of critical data and confidential or proprietary information (our own and that of third parties, including personally identifiable information), the disruption of business operations and the loss of funds.
We and our third-party service providers have experienced, and expect to continue to experience, these types of internal and external threats and incidents, which can result, and have resulted, in the misappropriation and unavailability of critical data and confidential or proprietary information (our own and that of third 17 Table of Contents parties, including personally identifiable information), the disruption of business operations and the loss of funds.
In addition, the success of any future acquisition strategy we may pursue 20 Table of Contents will depend upon our ability to fund such acquisitions given our total outstanding indebtedness, find suitable acquisition candidates on favorable terms and for target companies to find our acquisition proposals more favorable than those made by other competitors.
In addition, the success of any future acquisition strategy we may pursue will depend upon our ability to fund such acquisitions given our total outstanding indebtedness, find suitable acquisition candidates on favorable terms and for target companies to find our acquisition proposals more favorable than those made by other competitors.
Given economic uncertainty and other factors affecting management’s assumptions underlying the valuation of our goodwill and indefinite-lived intangible assets, the assumptions and projections used in the analyses may not be realized and our current estimates could vary significantly in the future, which may result in an additional goodwill or indefinite-lived 17 Table of Contents intangible asset impairment charge.
Given economic uncertainty and other factors affecting management’s assumptions underlying the valuation of our goodwill and indefinite-lived intangible assets, the assumptions and projections used in the analyses may not be realized and our current estimates could vary significantly in the future, which may result in an additional goodwill or indefinite-lived intangible asset impairment charge.
Consumer preferences regarding buying or selling houses and financing their home purchase will determine if these models reduce or replace the long-standing preference for full-service agents. We depend on a strong brand, and any failure to maintain, protect and enhance the Douglas Elliman brand would have an adverse effect on our ability to grow our real estate brokerage business.
Consumer preferences regarding buying or selling houses and financing their home purchase will determine if these models reduce or replace the long-standing preference for full-service agents. 12 Table of Contents We depend on a strong brand, and any failure to maintain, protect and enhance the Douglas Elliman brand would have an adverse effect on our ability to grow our real estate brokerage business.
Each of the risks and uncertainties described below could lead to events or circumstances that have a material adverse effect on the business, results of operations, cash flows, prospects, financial condition of us, which in turn could negatively affect the value of our common stock.
Each of the risks and uncertainties described below could lead to events or circumstances that have a material adverse effect on the business, results of operations, cash flows, prospects, as well as our financial condition, which in turn could negatively affect the value of our common stock.
In some instances, search engine 19 Table of Contents companies may change these rankings to promote their own competing services or the services of one or more of our competitors. Our websites have experienced fluctuations in search result rankings in the past, and we anticipate fluctuations in the future.
In some instances, search engine companies may change these rankings to promote their own competing services or the services of one or more of our competitors. Our websites have experienced fluctuations in search result rankings in the past, and we anticipate fluctuations in the future.
We face the same risks with respect to subcontractors that might be engaged by our third-party vendors and partners or their subcontractors. 15 Table of Contents The real estate brokerage business in our markets is extremely competitive. We compete with other multi-office independent real estate organizations and with franchise real estate organizations competing in local areas.
We face the same risks with respect to subcontractors that might be engaged by our third-party vendors and partners or their subcontractors. The real estate brokerage business in our markets is extremely competitive. We compete with other multi-office independent real estate organizations and with franchise real estate organizations competing in local areas.
Section 404 of the Sarbanes-Oxley Act requires any company subject to the reporting requirements of the U.S. securities laws to conduct a comprehensive evaluation of its and its consolidated subsidiaries’ internal control over financial 25 Table of Contents reporting.
Section 404 of the Sarbanes-Oxley Act requires any company subject to the reporting requirements of the U.S. securities laws to conduct a comprehensive evaluation of its and its consolidated subsidiaries’ internal control over financial reporting.
In 2024, approximately 63% of our closed sales occurred in New York, California, Connecticut, New Jersey and Massachusetts, and a migration of residents from these markets or a reduction in the attractiveness of these markets as a place to live could adversely impact demand for our products and services.
In 2025, approximately 64% of our closed sales occurred in New York, California, Connecticut, New Jersey and Massachusetts, and a migration of residents from these markets or a reduction in the attractiveness of these markets as a place to live could adversely impact demand for our products and services.
Any such determination could result in industry investigations, legislative or regulatory action, private litigation or other actions, any of which could have the potential to disrupt the Company’s business.
Any such determination could result in industry investigations, 15 Table of Contents legislative or regulatory action, private litigation or other actions, any of which could have the potential to disrupt the Company’s business.
Douglas Elliman Inc. is a holding company and includes the Company’s investment business that invests in select PropTech opportunities through our New Valley Ventures subsidiary. We hold our interests in our business through our wholly owned subsidiaries.
Douglas Elliman Inc. is a holding company and includes the Company’s investment business that invests in PropTech opportunities through our DOUG Ventures subsidiary. We hold our interests in our business through our wholly owned subsidiaries.
Goodwill and indefinite-lived intangible asset impairment charges may adversely affect our operating results and financial condition. We have a substantial amount of goodwill and other intangible assets on our balance sheet. As of December 31, 2024 , we had approximately $32.2 million of goodwill and $72.3 million of trademarks and other intangible assets related to Douglas Elliman.
Goodwill and indefinite-lived intangible asset impairment charges may adversely affect our operating results and financial condition. We have a substantial amount of goodwill and other intangible assets on our balance sheet. As of December 31, 2025 , we had approximately $32.2 million of goodwill and $71.7 million of trademarks and other intangible assets related to Douglas Elliman.
Under the Settlement Agreement, we paid $7.75 million into an escrow fund on June 12, 2024, and agreed to pay two $5.0 million contingent payments subject to certain financial contingencies on or before December 31, 2027 (collectively, the “Settlement Amount”).
Under the Settlement Agreement, we paid $7.75 million into an escrow fund on June 12, 2024, $5.0 million into an escrow fund on December 29, 2025, and agreed to pay an additional $5.0 million contingent payment subject to certain financial contingencies on or before December 31, 2027 (collectively, the “Settlement Amount”).
In addition to our own cash resources, our ability to pay dividends on our common stock depends on the ability of our subsidiaries to make cash available to us. Our receipt of cash payments, as dividends or otherwise, from our subsidiaries is an important source of our liquidity and capital resources.
In addition to our own cash resources, our ability to meet our cash obligations depends on the ability of our subsidiaries to make cash available to us. Our receipt of cash payments, as dividends or otherwise, from our subsidiaries is an important source of our liquidity and capital resources.
As with many technological innovations, AI presents great promise but also risks and challenges that could adversely affect our business. Sensitive, proprietary, or confidential information of Douglas Elliman, our employees, agents and business partners could be leaked, disclosed, or revealed as a result of or in connection with the use of AI within the technology leveraged from our PropTech Investments.
As with many technological innovations, AI presents great promise but also risks and challenges that could adversely affect our business. Sensitive, proprietary, or confidential information of Douglas Elliman, our employees, agents and business partners could be leaked, disclosed, or revealed as a result of or in connection with the use of AI by our employees or agents.
In the three months ended September 30, 2024, we utilized third-party valuation specialists to prepare a quantitative assessment of the Company’s goodwill and trademark intangible assets, based on the current market conditions in the residential real estate brokerage industry which did not result in impairment charges related to its goodwill or trademark for the year ended December 31, 2024.
As part of our annual impairment test, we utilized third-party valuation specialists to prepare a quantitative assessment of the Company’s goodwill and trademark intangible assets, based on the current market conditions in the residential real estate brokerage industry which did not result in impairment charges related to its goodwill or trademark for the year ended December 31, 2025.
Our business model depends upon our agents’ success in generating gross commission income, which we collect and from which we pay to them net commissions.
Our gross commission income or the percentage of commissions that we collect may decline. Our business model depends upon our agents’ success in generating gross commission income, which we collect and from which we pay to them net commissions.
The amount of cash in our operating accounts exceeds the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. While we monitor our accounts regularly and adjust our balances as appropriate, the valuation of or our access to these accounts could be negatively impacted if the underlying financial institutions fail or become subject to other adverse conditions in the financial markets.
While we monitor our accounts regularly and adjust our balances as appropriate, the valuation of as well as our access to these accounts could be negatively impacted if the underlying financial institutions fail or become subject to other adverse conditions in the financial markets.
In addition, we may become involved in additional legal proceedings concerning the same or similar claims and currently are a defendant in the buyer-side class action Lutz lawsuit, pending in the United States District Court for the Southern District of Florida, No. 4:24-cv-10040 (KMM). We are unable to reasonably estimate the financial impact of any remaining matters.
In addition, we may become involved in additional legal proceedings concerning the same or similar claims and currently are a defendant in the buyer-side class action Lutz lawsuit, pending in the U.S. District Court for the Southern District of Florida, No. 4:24-cv-10040 (KMM).
If our management cannot favorably assess the effectiveness of our internal control over financial reporting or our auditors identify material weaknesses in our internal controls, investor confidence in our financial results may weaken, and our stock price may suffer.
If our management cannot favorably assess the effectiveness of our internal control over financial reporting or our auditors identify material weaknesses in our internal controls, investor confidence in our financial results may weaken, and our stock price may suffer. The trading price of the shares of our common stock has been and is likely to be volatile.
Any reduction in the attractiveness of New York City as a place to live or a place to invest in residential real estate and any matters which adversely affect New York City’s status as an international center for business and commerce could result in a reduction, by volume and/or by value, in residential property sales transactions in the New York metropolitan area.
Any reduction in the attractiveness of New York City as a place to live or a place to invest in residential real estate and any matters which adversely affect New York City’s status as an international center for business and commerce could result in a reduction, by volume and/or by value, in residential property sales transactions in the New York metropolitan area. 11 Table of Contents There could be a lack of financing for homebuyers in the U.S. residential real estate market at favorable rates and on favorable terms.
However, the FTC may appeal the discussion and the outcome of the FTC ruling is uncertain. In addition, the New York state legislature passed legislation in 2023 that would have prohibited most non-compete agreements between employers and workers in New York State, although it was not ultimately enacted.
In addition, the New York state legislature passed legislation in 2023 that would have prohibited most non-compete agreements between employers and workers in New York State, although it was not ultimately enacted. It is possible that additional similar legislation may be introduced in the future.
We may not be able to complete or integrate an acquisition or joint venture into our existing operations (including our internal controls and compliance environment), or complete, manage or realize cost savings from a divestiture. Risks Associated with our PropTech Investments There are risks inherent in PropTech Investments. Our PropTech investments involve a high degree of risk.
We may not be able to complete or integrate an acquisition or joint venture into our existing operations (including our internal controls and compliance environment), or complete, manage or realize cost savings from a divestiture.
Even where we have effectively secured statutory protection for our trademarks and other intellectual property, our competitors may misappropriate our intellectual property. Defending or enforcing our trademark rights, branding practices and other intellectual property, and seeking an injunction and/or compensation for misappropriation of confidential information, could result in the expenditure of significant resources and divert the attention of management.
Defending or enforcing our trademark rights, branding practices and other intellectual property, and seeking an 16 Table of Contents injunction and/or compensation for misappropriation of confidential information, could result in the expenditure of significant resources and divert the attention of management.
In addition, large-scale market trends or the occurrence of adverse events in our business may raise our cost of procuring insurance or limit the amount or type of insurance we are able to secure. We may not be able to maintain our current coverage, or obtain new coverage in the future, on commercially reasonable terms or at all.
In addition, large-scale market trends or the occurrence of adverse events in our business may raise our cost of procuring insurance or limit the amount or type of insurance we are able to secure.
Our business significantly depends on sales transactions for residential property in the New York metropolitan area, and we derived approximately 48% of our revenues in 2024, 50% of our revenues in 2023 and 52% of our revenues in 2022 from the New York metropolitan area.
Our business significantly depends on sales transactions for residential property in t he New York metropolitan area, and we derived approximate ly 50% of our revenues in 2025, 49% of our revenues in 2024 and 51% of our revenues i n 2023 from the New York metropolitan area.
Because of such variability, our historical performance, including from recent quarters or years, may not be a meaningful indicator of future performance and period-to-period comparisons also may not be meaningful.
Because of such variability, our historical performance, including from recent quarters or years, may not be a meaningful indicator of future performance and period-to-period comparisons also may not be meaningful. Douglas Elliman Inc. is a holding company and depends on cash payments from our subsidiaries to meet our cash obligations.
On July 9, 2021, President Biden signed an executive order encouraging the Federal Trade Commission (“FTC”) to curtail unfair use of non-compete agreements and other agreements that may unfairly limit worker mobility.
Enforceability of the non-compete agreements that we have in place is not guaranteed, and contractual restrictions could be breached without discovery or adequate remedies. On July 9, 2021, President Biden signed an executive order encouraging the Federal Trade Commission (“FTC”) to curtail unfair use of non-compete agreements and other agreements that may unfairly limit worker mobility.
We may engage in business activities that could result in us holding investment interests in entities which could subject us to regulation under the Investment Company Act of 1940.
These activities involve a significant amount of change in a company and could give rise to significant problems in sales, manufacturing, and general management of these activities. We may engage in business activities that could result in us holding investment interests in entities which could subject us to regulation under the Investment Company Act of 1940.
We may face reputational damage if our corporate responsibility procedures or standards do not meet the standards set by various constituencies. Furthermore , if our competitors’ corporate responsibility performance is perceived to be greater than ours, potential or current investors may elect to invest with our competitors instead.
Furthermore , if our competitors’ corporate responsibility performance is perceived to be greater than ours, potential or current investors may elect to invest with our competitors instead.
Our real estate brokerage offices generate revenue in the form of commissions and service fees. Accordingly, our financial results depend upon the operational and financial success of our brokerage offices and our agents. As mentioned above, there is significant competition among brokerage firms for the services of high producing agents and we may be unable to recruit and retain agents.
Accordingly, our financial results depend upon the operational and financial success of our brokerage offices and our agents. As mentioned above, there is significant competition among brokerage firms for the services of high producing agents and we may be unable to recruit and retain agents. Contractual obligations related to confidentiality and noncompetition may be ineffective or unenforceable against departing employees.
In general, financial and operating risks confronting private companies can be significant. While targeted returns should reflect the perceived level of risk in any investment, there can be no assurance that New Valley Ventures will be adequately compensated for risks taken, and the loss of its entire investment is possible.
While targeted returns should reflect the perceived level of risk in any investment, there can be no assurance that DOUG Ventures will be adequately compensated for risks taken, and the loss of its entire investment is possible. The investments may be difficult to value, and the timing of any profit realization is highly uncertain.
Regulation of Douglas Elliman as an investment company would significantly impair our business plan and operations. The use of technology that incorporates AI presents risks relating to confidentiality, creation of inaccurate and flawed outputs and emerging regulatory risk, any or all of which may adversely affect our business and results of operations.
Any of the foregoing could have an adverse impact on our results of operations and financial condition. 19 Table of Contents The use of technology that incorporates AI presents risks relating to confidentiality, creation of inaccurate and flawed outputs and emerging regulatory risk, any or all of which may adversely affect our business and results of operations.
Several jurisdictions have 21 Table of Contents already proposed or enacted laws governing AI and may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging.
Several jurisdictions have already proposed or enacted laws governing AI and may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging. These obligations may prevent or limit our ability to use AI in our business, lead to regulatory fines or penalties, or require us to change our business practices.
Although the legal relationship between residential real estate brokers and licensed real estate agents throughout most of the real estate industry historically has been that of independent contractors, newer rules and interpretations of state and federal employment laws and regulations, including those governing employee classification and wage and hour regulations in our and other industries, may impact industry practices and our company-owned brokerage operations.
Although the legal relationship between residential real estate brokers and licensed real estate agents throughout most of the real estate industry historically has been that of independent contractors, newer rules and interpretations of state and federal employment laws and regulations, including those governing employee classification and wage and hour regulations in our and other industries, may impact industry practices and our company-owned brokerage operations. 14 Table of Contents Significant agent reclassification determinations in the absence of available exemptions from minimum wage or overtime laws, including damages and penalties for prior periods (if assessed), could be disruptive to or otherwise have an adverse effect on our business or constrain our operations in certain jurisdictions.
Our liquidity could be adversely affected by conditions in the financial markets or the negative performance of financial institutions. Our available cash and cash equivalents are held in accounts with or managed by financial institutions and consist of cash in our operating accounts and cash and cash equivalents invested in money market funds.
Our available cash and cash equivalents are held in accounts with or managed by financial institutions and consist of cash in our operating accounts and cash and cash equivalents invested in money market funds. The amount of cash in our operating accounts exceeds the Federal Deposit Insurance Corporation (“FDIC”) insurance limits.
The investments may be difficult to value, and the timing of any profit realization is highly uncertain. Losses have occurred and may occur in the future. Private companies often experience unexpected problems in the areas of product development, manufacturing, marketing, financing and general management, which, in some cases, cannot be adequately solved.
Losses have occurred and may occur in the future. Private companies often experience unexpected problems in the areas of product development, manufacturing, marketing, financing and general management, which, in some cases, cannot be adequately solved. In addition, such companies may require substantial amounts of financing which may not be available through institutional private placements or the public markets.
Any of these factors could adversely affect our business, financial condition, and results of operations. Risks Relating to Our Structure and Other Business Risks Our quarterly results and other operating metrics may fluctuate from quarter to quarter, which makes these metrics difficult to predict.
Regulation of Douglas Elliman as an investment company would significantly impair our business plan and operations. Risks Relating to Our Structure and Other Business Risks Our quarterly results and other operating metrics may fluctuate from quarter to quarter, which makes these metrics difficult to predict.
The ability of our brokerage offices to retain agents is generally subject to numerous factors, including the sales commissions they receive, advertising support and perception of brand value. Failure to compete effectively could have a material adverse effect on our business, financial condition and results of operations. Our real estate brokerage business depends on the success of our agents.
Failure to compete effectively could have a material adverse effect on our business, financial condition and results of operations. Our real estate brokerage business depends on the success of our agents. Our real estate brokerage offices generate revenue in the form of commissions and service fees.
There may be a reduction in the attractiveness of the real estate markets of the New York metropolitan area and the other markets in which we operate. The Tax Cuts and Jobs Act of 2017 (the “Tax Act”) limited mortgage interest deductions as well as state and local income and property tax deductions.
There may be a reduction in the attractiveness of the real estate markets of the New York metropolitan area and the other markets in which we operate.
If we do not have sufficient cash resources of our own and do not receive payments from our subsidiaries in an amount sufficient to repay our debts and to pay dividends on our common stock, we must obtain additional funds from other sources.
If we do not have sufficient cash resources of our own and do not receive payments from our subsidiaries in an amount sufficient to meet our cash obligations, we must obtain additional funds from other sources. There is a risk that we will not be able to obtain additional funds at all or on terms acceptable to us.
This could result in a decline in the number of home sale transactions or mortgage and refinancing activity. Declining home inventory levels have resulted in insufficient supply, which has negatively impacted home sale transactions. The success of our business depends on the ability of our brokers and agents to sell homes.
A significant decline in the number of transactions or title, escrow, mortgage and refinancing activity due to any of the foregoing would adversely affect our financial and operating results, which may be material. Declining home inventory levels have resulted in insufficient supply, which has negatively impacted home sale transactions.
Any decrease in our gross commission income or the percentage of commissions that we collect may harm our business, results of operations and financial condition. Our gross commission income or the percentage of commissions that we collect may decline.
We are monitoring developments related to these proposed laws for any potential impact on the arrangements we enter into with third parties, including our real estate agents. Any decrease in our gross commission income or the percentage of commissions that we collect may harm our business, results of operations and financial condition.
Our fraud detection processes and information security systems may not successfully detect all fraudulent activity by third parties aimed at our employees or agents. We make a large number of wire transfers in connection with loan and real estate closings and process sensitive personal data in connection with these transactions.
We make a large number of wire transfers in connection with loan and real estate closings and process sensitive personal data in connection with these transactions.
Changes in accounting standards, subjective assumptions and estimates used by management related to complex accounting matters could have an adverse effect on our reported results.
Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings. Changes in accounting standards, subjective assumptions and estimates used by management related to complex accounting matters could have an adverse effect on our reported results.
The criteria by which companies’ corporate responsibility practices are assessed may change, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria. If we elect not to or are unable to satisfy such new criteria, investors may conclude that our policies with respect to corporate responsibility are inadequate.
Third-party providers of corporate responsibility ratings and reports on companies have increased to meet growing investor demand for measurement of corporate responsibility performance. The criteria by which companies’ corporate responsibility practices are assessed may change, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria.
Investors’ expectations of our performance relating to environmental, social and governance factors may impose additional costs and expose us to new risks. There is an increasing focus from certain investors, employees and other stakeholders concerning corporate responsibility, specifically related to environmental, social and governance factors.
There is an increasing focus from certain employees, investors, other stakeholders and regulators concerning corporate responsibility, specifically related to environmental, social and governance factors. Some investors may use these factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to corporate responsibility are inadequate.
We have contracts with certain employees that include provisions preventing them from competing with us both during and after the term of our employment contracts with them. Enforceability of the non-compete agreements that we have in place is not guaranteed, and contractual restrictions could be breached without discovery or adequate remedies.
Our operations are dependent on the efforts, abilities and experience of our employees, and we compete for their services. We have contracts with certain employees that include provisions preventing them from competing with us both during and after the term of our employment contracts with them.
These obligations may prevent or limit our ability to use AI in our business, lead to regulatory fines or penalties, or require us to change our business practices. If we cannot use AI, or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage.
If we cannot use AI, or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage. Any of these factors could adversely affect our business, financial condition, and results of operations.
In addition, such companies may require substantial amounts of financing which may not be available through institutional private placements or the public markets. The percentage of companies that survive and prosper can be small. Investments in more mature companies in the expansion or profitable stage also involves substantial risks.
The percentage of companies that survive and prosper can be small. 20 Table of Contents Investments in more mature companies in the expansion or profitable stage also involves substantial risks. Such companies typically have obtained capital in the form of debt and/or equity to expand rapidly, reorganize operations, acquire other businesses, or develop new products and markets.
We may fail to satisfy the expectations of investors, employees and other stakeholders or execute our initiatives as planned. 24 Table of Contents We are periodically subject to claims, lawsuits, government investigations and other proceedings.
We are periodically subject to claims, lawsuits, government investigations and other proceedings.
Changes in these rules or their interpretations or changes in underlying assumptions, estimates or judgments made by management could significantly change our reported results. Risks Relating to the Distribution Prior to December 2024, Douglas Elliman was materially dependent on Vector Group’s performance under various agreements. Subsequent to the termination of such agreements, Douglas Elliman has operated as a standalone company.
Changes in these rules or their interpretations or changes in underlying assumptions, estimates or judgments made by management could significantly change our reported results.
Removed
There could be a lack of financing for homebuyers in the U.S. residential real estate market at favorable rates and on favorable terms.
Added
We are impacted by the performance of the real estate markets in the New York metropolitan area and there may be a reduction in the attractiveness of those markets as well as the other markets in which we operate.
Removed
Contractual obligations related to confidentiality and noncompetition may be ineffective or unenforceable against departing employees. Our operations are dependent on the efforts, abilities and experience of our employees, and we compete for their services.
Added
Beginning with the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) and continuing with the One Big Beautiful Bill Act (the “OBBBA”), mortgage interest deductions as well as state and local income and property tax deductions have been limited since 2018.
Removed
While we cannot predict how the initiatives set forth in the executive order will be implemented or, as a result, the impact that the executive order will have on our operations, there is now increased uncertainty regarding the long-term enforceability of our non-compete agreements.
Added
As the Federal Reserve lowered the federal funds rate by a total of 100 basis points in 2024 and 75 basis points in 2025, mortgage rates have remained relatively high but have since been declining.
Removed
It is possible that additional similar legislation may be introduced in the future. We are monitoring developments related to these proposed laws for any potential impact on the arrangements we enter into with third parties, including our real estate agents. Douglas Elliman is subject to risks and operational limitations associated with its strategic alliance with Knight Frank Residential.
Added
The high interest rate environment may negatively impact and, until the interest rate environment meaningfully improves, it would be expected to negatively impact multiple aspects of our business, as increases in mortgage rates (as well as prolonged periods of high mortgage rates) generally have an adverse impact on transaction volume, housing affordability, and title, escrow, mortgage and refinancing volumes.
Removed
Douglas Elliman has entered into a strategic alliance with Knight Frank Residential, the world’s largest privately-owned property consultancy, to market certain luxury residential properties of at least $2 million to international audiences through co-branded offices, located in the various luxury markets where Douglas Elliman operates, and select top-tier agents.
Added
If existing transactions were to remain at depressed levels or decline further (due to the high mortgage rate environment or otherwise), we would also expect to experience decreased title, escrow, mortgage origination and refinancing activity.
Removed
The agreement provides for the sharing of commissions and certain other payments in respect of jointly marketed properties.
Added
This could result in a decline in the number of home sale transactions or mortgage and refinancing activity. Changes in the Federal Reserve's policies, the interest rate environment, and the mortgage market are beyond our control, are difficult to predict, and could have a material adverse effect on our business, results of operations and financial condition.
Removed
This strategic alliance subjects Douglas Elliman to risks, including risks associated with the sharing of proprietary information between parties, non-performance by Douglas Elliman or Knight Frank Residential of obligations under the strategic alliance agreement, disputes over strategic or operational decisions or other matters and reputational risks, as well as litigation risks associated therewith.
Added
The success of our business depends on the ability of our brokers and agents to sell homes.
Removed
In particular, Douglas Elliman is subject to certain exclusivity and non-compete provisions in connection with marketing and selling properties outside the United States in various markets in which Knight Frank Residential operates, subject to certain exceptions. Although Douglas Elliman believes that the strategic alliance enhances its ability to serve its luxury customers, such restrictions could limit Douglas Elliman’s growth prospects.
Added
Further, we have licensed the use of our name and certain of our intellectual property in connection with our sale of our property management business and our Elliman International business. Therefore, our brand may be negatively impacted by the actions of third parties as well.
Removed
Significant agent reclassification determinations in the absence of available exemptions from minimum wage or overtime laws, including damages and penalties for prior periods (if assessed), could be disruptive to or otherwise have an adverse effect on our business or constrain our operations in certain jurisdictions.
Added
The ability of our brokerage offices to retain agents is generally subject to numerous factors, including the sales commissions they receive, advertising support, technology and ancillary real estate service offerings and perception of brand value. Some of our competitors may have greater financial resources than we do to enhance their value proposition to agents and consumers.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur CTO manages cybersecurity at the corporate segment and oversees a team of dedicated cybersecurity personnel employed in our real estate brokerage segment, including a Chief Information Security Officer.
Biggest changeOur acting CTO, who has earned his NACD CERT in Cybersecurity Oversight, manages cybersecurity and oversees a team of dedicated cybersecurity personnel, including a Chief Technology Officer and a Chief Information Security Officer, each of whom are at our brokerage subsidiary.
Pursuant to this response plan, if an incident occurs, a multi-disciplinary team is assembled that includes our CTO and the General Counsel of Douglas Elliman Realty LLC and, if appropriate, the CFO of Douglas Elliman Realty LLC, which in turn may leverage the expertise of third-party consultants, external legal counsel and other resources.
Pursuant to this response plan, if an incident occurs, a multi-disciplinary team is assembled that includes our CTO, our General Counsel and, if appropriate, the General Counsel of Douglas Elliman Realty LLC and the CFO of Douglas Elliman Realty LLC, which in turn may leverage the expertise of third-party consultants, external legal counsel and other resources.
In addition to regular reporting, we have procedures by which potential cybersecurity incidents are reported in a timely manner to the Chief Technology Officer (CTO), who then notifies the Chief Executive Officer of cy bersecurity incidents and they collectively determine if a specific incident warrants escalation to the Audit Committee and the Board of Directors.
In addition to regular reporting, we have procedures by which potential cybersecurity incidents are reported in a timely manner to our acting Chief Technology Officer (CTO), who then notifies the Chief Executive Officer of cy bersecurity incidents and they collectively determine if a specific incident warrants escalation to the Audit Committee and the Board of Directors.
However, we have not been subject to cybersecurity incidents that, individually or in aggregate, have been material to our operations or financial condition, but we cannot provide assurance that they will not have a material impact in the future. See Item 1A. Risk Factors.
However, we have not been subject to cybersecurity incidents that, individually or in aggregate, have been material to our operations or financial condition, but we cannot provide assurance that they will not have a material impact in the future. See Item 1A. Risk Factors. 27 Table of Contents
The 27 Table of Contents acting CTO is our Executive Vice President, Chief Financial Officer, Treasurer, and Secretary, who took over responsibilities in October 2024 upon the departure of the Company’s prior CTO.
The acting CTO is our Executive Vice President, Chief Financial Officer, and Treasurer, who took over responsibilities in October 2024 upon the departure of the Company’s prior CTO.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Our principal executive offices are located in Miami, Florida. 28 Table of Contents As of December 31, 2024, Douglas Elliman leases 121 offices and its leases expire at various times between 2025 and 2033.
Biggest changeITEM 2. PROPERTIES Our principal executive offices are located in Miami, Florida. As of December 31, 2025, Douglas Elliman leased 114 offices and its leases expire at various times between 2026 and 2036.
As of December 31, 2024, the properties leased by Douglas Elliman are as follows: Type Number of Offices Location Owned or Leased Approximate Total Square Footage Offices 22 New York City, NY Leased 230,000 Offices 35 Long Island, NY Leased 118,000 Offices 26 Florida Leased 75,000 Offices 5 Westchester County, NY Leased 8,000 Offices 11 California Leased 73,000 Offices 22 Other Leased 51,600
As of December 31, 2025, the properties leased by Douglas Elliman are as follows: Type Number of Offices Location Owned or Leased Approximate Total Square Footage Offices 18 New York City, NY Leased 184,000 Offices 33 Long Island, NY Leased 114,000 Offices 25 Florida Leased 73,000 Offices 5 Westchester County, NY Leased 8,000 Offices 11 California Leased 70,000 Offices 22 Other Leased 51,600

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS Reference is made to Note 14 to our consolidated financial statements included elsewhere in this report which is incorporated by reference and contains a general description of certain legal proceedings to which we, including our subsidiaries, are a party. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 29 Table of Contents PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS Reference is made to Note 14 to our consolidated financial statements included elsewhere in this report which is incorporated by reference and contains a general description of certain legal proceedings to which we, including our subsidiaries, are a party. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 28 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

14 edited+6 added−7 removed6 unchanged
Biggest changeThe chart does not reflect the Company’s forecast of future financial performance. 12/30/21 12/31/21 12/31/22 12/31/23 12/31/24 Douglas Elliman Inc. 100 95 35 27 15 S&P 500 100 100 82 103 129 S&P 600 100 100 84 97 106 Peer Group Index 100 100 41 67 72 30 Table of Contents Unregistered Sales of Equity Securities and Use of Proceeds No securities of ours which were not registered under the Securities Act of 1933 were issued and sold by us during the three months ended December 31, 2024.
Biggest changeUnregistered Sales of Equity Securities and Use of Proceeds No securities of ours which were not registered under the Securities Act of 1933 were issued and sold by us during the three months ended December 31, 2025.
Mr. Liebowitz is an entrepreneur, private investor, and seasoned business executive with extensive experience founding, acquiring, and monetizing businesses in the insurance and financial industries. In the past 25 years, Mr. Liebowitz has acquired or been a founder of companies, including Harbor Group Consulting LLC, National Financial Partners Corp. (NYSE: NFP), Innova Risk Management, and High Street Valuations.
Liebowitz is an entrepreneur, private investor, and seasoned business executive with extensive experience founding, acquiring, and monetizing businesses in the insurance and financial industries. In the past 25 years, Mr. Liebowitz has acquired or been a founder of companies, including Harbor Group Consulting LLC, National Financial Partners Corp. (formerly NYSE: NFP), Innova Risk Management, and High Street Valuations.
Larkin serves as Vice President of Communications. With more than two decades of experience in the real estate industry, Mr. Larkin is known as a trusted media source for trends in luxury living and market information and analysis.
Larkin serves as our Vice President of Communications. With more than two decades of experience in the real estate industry, Mr. Larkin is known as a trusted media source for trends in luxury living and market information and analysis.
Each of the executive officers serves until the election and qualification of such individual’s successor or until such individual’s death, resignation or removal by the Board of Directors. Name Age Position Year Individual Became an Executive Officer Michael S. Liebowitz 56 President and Chief Executive Officer 2024 J.
Each of the executive officers serves until the election and qualification of such individual’s successor or until such individual’s death, resignation or removal by the Board of Directors. Name Age Position Year Individual Became an Executive Officer Michael S. Liebowitz 57 President and Chief Executive Officer 2024 J.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock i s listed and traded on the New York Stock Exchange under the symbol “DOUG.” As of February 28, 2025, there were approximately 1,098 ho lders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Our common stock i s listed and traded on the New York Stock Exchange under the symbol “DOUG.” As of February 16, 2026, there were approximately 1,039 ho lders of record of our common stock.
Larkin previously served as a principal of Larkin Public Relations from October 2005 to February 2013 and a Vice President of The Corcoran Group from August 2003 to October 2005. Mr. Larkin graduated from Wheaton College in Massachusetts and received a Master of Science from the Columbia University Graduate School of Journalism. Daniel A.
Larkin previously served as a principal of Larkin Public Relations from October 2005 to 30 Table of Contents February 2013 and a Vice President of The Corcoran Group from August 2003 to October 2005. Mr. Larkin graduated from Wheaton College in Massachusetts and received a Master of Science from the Columbia University Graduate School of Journalism. Lisa M.
The shares were immediately canceled. 31 Table of Contents EXECUTIVE OFFICERS OF THE REGISTRANT The table below, together with the accompanying text, presents certain information regarding all our current executive officers as of March 17, 2025.
The shares were immediately canceled. 29 Table of Contents EXECUTIVE OFFICERS OF THE REGISTRANT The table below, together with the accompanying text, presents certain information regarding all our current executive officers as of March 16, 2026.
Issuer Purchase of Equity Securities Our purchases of our common stock during the three months ended December 31, 2024 were as follows: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs October 1 to October 31, 2024 115,963 $ 1.86 (1) — — November 1 to November 30, 2024 39,350 1.86 (1) — — December 1 to December 31, 2024 523,551 2.01 (1) — — Total 678,864 $ 1.91 — — (1) Represents withholdings of shares as payment of payroll tax liabilities incident to the vesting of various employees’ shares of restricted stock.
Issuer Purchase of Equity Securities Our purchases of our common stock during the three months ended December 31, 2025 were as follows: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs October 1 to October 31, 2025 47,660 $ 2.69 (1) — — November 1 to November 30, 2025 196,750 2.41 (1) — — December 1 to December 31, 2025 456,622 2.56 (1) — — Total 701,032 $ 2.55 — — (1) Represents withholdings of shares as payment of payroll tax liabilities incident to the vesting of various employees’ shares of restricted stock.
Liebowitz also served on the boards of Ladenburg Thalmann Financial Services Inc. (NYSE American: LTS) and The Hilb Group. He has also acted as an advisor to many of the largest financial services companies around the globe on their complex insurance matters within their investment banking/M&A groups. Mr. Liebowitz graduated from CW Post College-LI University with a B.S. in Finance.
Liebowitz has previously served on the boards of Airspan Networks Holdings Inc. (formerly NYSE American: MIMO), Ladenburg Thalmann Financial Services Inc. (formerly NYSE American: LTS) and The Hilb Group. He has also acted as an advisor to many of the largest financial services companies around the globe on their complex insurance matters within their investment banking/M&A groups. Mr.
Arcade Beauty, a private equity-owned company engaged in the manufacture of sampling materials for the beauty industry. Ms. Seligman received a Bachelor of Arts degree in Communications, with an emphasis on Human Resources, from University of Hartford. 33 Table of Contents ITEM 6. RESERVED Reserved.
Seligman received a Bachelor of Arts degree in Communications, with an emphasis on Human Resources, from University of Hartford. 31 Table of Contents ITEM 6. RESERVED Reserved.
Bryant Kirkland III 59 Executive Vice President, Secretary, Treasurer and Chief Financial Officer 2021 Stephen T. Larkin 55 Vice President of Communications 2021 Daniel A. Sachar 49 Vice President Innovation and Managing Director of New Valley Ventures LLC 2021 Lisa M. Seligman 48 Vice President of Human Resources 2023 Michael S. Liebowitz serves as our President and Chief Executive Officer.
Bryant Kirkland III 60 Executive Vice President, Treasurer and Chief Financial Officer 2021 Bradley H. Brodie 42 Senior Vice President, General Counsel and Secretary 2025 Stephen T. Larkin 56 Vice President of Communications 2021 Lisa M. Seligman 49 Vice President of Human Resources 2023 Michael S. Liebowitz serves as our President and Chief Executive Officer. Mr.
Seligman’s experience includes more than 20 years in Human Resources leadership roles at a diverse group of companies with luxury brand names, which include Dow Jones, Chanel, Shiseido and Tiffany. Most recently, she has served as Vice President 32 Table of Contents and Global Head of HR at Arcade Beauty from 2015 to 2022.
Seligman serves as Vice President of Human Resources since joining Douglas Elliman in January 2023. Ms. Seligman’s experience includes more than 20 years in Human Resources leadership roles at a diverse group of companies with luxury brand names, which include Dow Jones, Chanel, Shiseido and Tiffany.
J. Bryant Kirkland III is our Executive Vice President, Secretary, Treasurer and Chief Financial Officer. Mr.
Liebowitz graduated from CW Post College-LI University with a B.S. in Finance. J. Bryant Kirkland III is our Executive Vice President, Treasurer and Chief Financial Officer. Mr.
Mr. Kirkland is licensed as a Certified Public Accountant in Florida, New York and North Carolina. Mr. Kirkland is also licensed as a Real Estate Broker in Florida. Mr. Kirkland received a Bachelor of Science in Business Administration from the University of North Carolina at Chapel Hill and received an MBA from Barry University. Stephen T.
Mr. Kirkland is licensed as a Certified Public Accountant in Florida, New York and North Carolina and has earned his NACD CERT in Cybersecurity Oversight. Mr. Kirkland is also licensed as a Real Estate Broker in Florida. Mr.
Removed
Performance Graph The following graph compares the cumulative total annual return of our Common Stock, the S&P 500 Index, the S&P Small Cap 600 Index, and our Peer Group Index by assuming that $100 was invested in each investment as of December 30, 2021, which represents the day our common stock began trading on the NYSE, and that all cash dividends and distributions were reinvested.
Added
Kirkland received a Bachelor of Science in Business Administration from the University of North Carolina at Chapel Hill and received an MBA from Barry University. Bradley H. Brodie is our Senior Vice President, General Counsel and Secretary. Prior to joining Douglas Elliman in August 2025, Mr.
Removed
We were a constituent of the S&P 600 SmallCap Index from December 30, 2021 to June 16, 2023 and selected it and the S&P 500 as our broad-based market indices and our Peer Group Index as a group of peer companies. Our Peer Group Index consists of Anywhere Real Estate Inc. (HOUS), Compass, Inc. (COMP), Zillow Group, Inc.
Added
Brodie served as Counsel at Sidley Austin LLP from August 2023 until August 2025 and as Of Counsel at DLA Piper LLP (US) from May 2022 to August 2023. Before joining DLA Piper, Mr. Brodie served as Director, Assistant General Counsel at Chewy, Inc.
Removed
(ZG), loanDepot, Inc. (LDI), Opendoor Technologies Inc. (OPEN), Colliers International Group Inc. (CIGI), eXp World Holdings, Inc. (EXPI), Stewart Information Services Corporation (STC), Newmark Group, Inc. (NMRK), Redfin Corporation (RFIN), Offerpad Solutions Inc. (OPAD), Radian Group Inc. (RDN), Walker & Dunlop Inc. (WD), Lending Tree, Inc. (TREE), Marcus & Millichap, Inc. (MMI), and RE/MAX Holdings, Inc. (RMAX).
Added
(NYSE: CHWY), the preeminent online source for pet products, supplies, and prescriptions, from September 2020 to May 2022, and served as Vice President - Legal Affairs of Ladenburg Thalmann Financial Services Inc. (formerly NYSE American: LTS), a publicly-traded financial services company, from July 2014 until its sale to a portfolio company of Reverence Capital Partners in May 2020.
Removed
We selected our Peer Group Index based on the peer group used by our compensation and human capital committee, as recommended by its outside consultant, which consists of 16 publicly traded, national and regional companies conducting business in the real estate and financial services industry.
Added
He started his career as an associate at Skadden, Arps, Slate, Meagher & Flom LLP. Mr.
Removed
Sachar serves as Vice President Innovation and Managing Director of New Valley Ventures. He joined Vector Group in September 2020 as Vice President Innovation after serving as Vice President of Enterprise Innovation at Ladenburg Thalmann Financial Services Inc. from January 2018 to February 2020, after serving as a full-time consultant to Ladenburg Thalmann since October 2015. Mr.
Added
Brodie received a Bachelor of Business Administration with Distinction in Finance and Accounting from the University of Michigan Ross School of Business and a J.D. from New York University School of Law, where he served as Staff Editor for the Journal of Law and Business. He is admitted to practice law in New York and Florida. Stephen T.
Removed
Sachar led Ladenburg’s innovation platform, created a new division called the “Innovation Lab” and launched an industry-leading initiative to modernize and grow the nationwide network of independent financial advisors, until February 2020. Prior to joining Ladenburg, he spent seven years in management consulting at a New York-based firm focused on innovation and growth, helping publicly traded companies launch new businesses.
Added
Most recently, she has served as Vice President and Global Head of HR at Arcade Beauty from 2015 to 2022. Arcade Beauty, a private equity-owned company engaged in the manufacture of sampling materials for the beauty industry. Ms.
Removed
Mr. Sachar received a Bachelor of Arts degree from Swarthmore College and an MBA from Columbia Business School. Lisa M. Seligman serves as Vice President of Human Resources since joining Douglas Elliman in January 2023. Ms.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

84 edited+37 added−74 removed41 unchanged
Biggest changeReconciliations of these non-GAAP measures have been provided in the table below (in thousands). 36 Table of Contents Computation of Adjusted EBITDA attributed to Douglas Elliman Year ended December 31, 2024 2023 Net loss attributed to Douglas Elliman Inc. $ (76,316) $ (42,552) Interest expense 2,939 28 Interest income (5,533) (5,841) Income tax expense (benefit) 1,117 (15,053) Net loss attributed to non-controlling interest (686) (614) Depreciation and amortization 7,736 8,026 EBITDA (70,743) (56,006) Stock-based compensation (a) 6,574 13,075 Equity in (earnings) losses from equity method investments (b) (36) 168 Change in fair value of derivatives embedded within convertible debt 14,978 — Litigation and related settlement expenses (c) (d) 33,333 — Executive severance and separation expenses (e) 2,010 — Restructuring 1,041 2,377 Other, net (5,289) (633) Adjusted EBITDA (18,132) (41,019) Adjusted EBITDA attributed to non-controlling interest 349 326 Adjusted EBITDA attributed to Douglas Elliman $ (17,783) $ (40,693) _____________________________ (a) Represents amortization of stock-based compensation. $4,325 is attributable to the Real estate brokerage segment and $2,249 is attributable to the Corporate activities and other segment.
Biggest changeYear ended December 31, 2025 2024 Net income (loss) attributed to Douglas Elliman Inc. $ 15,219 $ (76,316) Interest expense 5,069 2,939 Interest income (4,900) (5,533) Income tax expense 3,560 1,117 Net loss attributed to non-controlling interest (909) (686) Depreciation and amortization 8,377 7,736 EBITDA 26,416 (70,743) Results from operations of disposed business (a) (6,621) (6,323) Stock-based compensation (b) 8,577 6,574 Equity in earnings from equity-method investments (c) (187) (36) Gain on disposal of business (81,655) — Change in fair value of the derivative embedded within convertible debt 28,482 14,978 Loss on extinguishment of liability 466 — Litigation, settlement and related expenses, net (d) 7,637 33,333 Executive severance and separation expenses (e) (299) 2,010 Impairment of fixed assets 2,275 — Restructuring 1,636 1,041 Investment and other gains (1,318) (5,289) Adjusted EBITDA (14,591) (24,455) Adjusted EBITDA attributed to non-controlling interest 601 349 Adjusted EBITDA attributed to Douglas Elliman Inc. $ (13,990) $ (24,106) _____________________________ (a) Includes results from operations of Residential Management Group, LLC, which conducts business as Douglas Elliman Property Management (“DEPM”), which was disposed on October 24, 2025.
Any forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results.
Any forward-looking statements are not historical facts, but rather they are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results.
The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We recognize operating lease expense on a straight-line basis over the lease term. Operating leases are included in operating lease ROU assets and lease liabilities on the consolidated balance sheets. Embedded Derivatives.
The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We recognize operating lease expense on a straight-line basis over the lease term. Operating leases are included in operating lease ROU assets and lease liabilities on the consolidated balance sheets. Embedded Derivative.
This section provides a discussion of our financial condition and liquidity, an analysis of our cash flows for the years ended December 31, 2024 and 2023, as well as certain contractual obligations and off-balance sheet arrangements that existed at December 31, 2024.
This section provides a discussion of our financial condition and liquidity, an analysis of our cash flows for the years ended December 31, 2025 and 2024, as well as certain contractual obligations and off-balance sheet arrangements that existed at December 31, 2025.
It is not possible to predict the maximum potential amount 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.
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.
“ Risk Factors ” and in “ Management’s Discussion and Analysis of Financial Condition and Results of Operations .” 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.
“ Risk Factors ” and in “ Management’s Discussion and Analy sis of Financial Condition and Results of Operations.” 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.
As of December 31, 2024, 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 December 31, 2024, we had outstanding approximately $2,990 of letters of credit, collateralized by certificates of deposit.
As of December 31, 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 December 31, 2025, we had outstanding approximately $2,645 of letters of credit, collateralized by certificates of deposit.
We historically estimated our allowance for credit losses on receivables from agents based on an evaluation of aging, agent sales in pipeline, any security, specific exposures, and historical experience of collections from the individual a gents. We estimated that the credit losses for these receivables were $4,783 and $5,575 at December 31, 2024 and December 31, 2023, respectively.
We historically estimated our allowance for credit losses on receivables from agents based on an evaluation of aging, agent sales in pipeline, any security, specific exposures, and historical experience of collections from the individual a gents. We estimated that the credit losses for these receivables were $4,746 and $4,783 at December 31, 2025 and December 31, 2024, respectively.
(b) Represents equity in (earnings) losses recognized from our investments in equity method investments that are accounted for under the equity method and are 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.
(c) Represents equity in earnings recognized from our investments in 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.
In addition, our significant accounting estimates, including our critical accounting estimates, are discussed in the notes to our audited consolidated annual financial statements included elsewhere in this Form 10-K. Results of Operations. This section provides an analysis of our results of operations for the years ended December 31, 2024 and 2023.
In addition, our significant accounting estimates, including our critical accounting estimates, are discussed in the notes to our audited consolidated annual financial statements included elsewhere in this Form 10-K. Results of Operations. This section provides an analysis of our results of operations for the years ended December 31, 2025 and 2024. Liquidity and Capital Resources.
Our market risk management procedures cover material market risks for our market risk sensitive financial instruments. 47 Table of Contents New Accounting Pronouncements Refer to Note 1, Summary of Significant Accounting Policies , to our consolidated financial statements for further information on New Accounting Pronouncements . Legislation, Regulation, Taxation and Litigation See Item 1. “ Business,” Item 1A.
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 consolidated financial statements for further information on New Accounting Pronouncements . Legislation, Regulation, Taxation and Litigation See Item 1. “ Business,” Item 1A. “ Risk Factors, ” Item 3.
During 2024, we analyzed the likelihood of utilizing our deferred tax assets, which were primarily related to the benefits of net operating loss carryforwards, and determined it will be more likely than not that the benefits of these deductible differences will not be realized, and as a result we established a valuation allowance for the full amount of the deferred tax assets.
During 2025 , we analyzed the likelihood of utilizing our deferred tax assets, which were primarily related to the benefits of remaining net operating loss carryforwards, 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 continued to maintain a valuation allowance for the full amount of the deferred tax assets.
“Business” for detailed overview and description of our principal operations. This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of our financial statements with a narrative from our management’s perspective. Our MD&A is organized as follows: Business Overview.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of our financial statements with a narrative from our management’s perspective. Our MD&A is organized as follows: Business Overview.
“ Risk Factors, ” Item 3. “ Legal Proceedings ” and Note 14 to our consolidated financial statements, which contain a description of litigation. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS In addition to historical information included in this annual report on Form 10-K, this report contains “forward-looking statements” within the meaning of the federal securities law.
“ Legal Proceedings ” and Note 14 to our consolidated financial statements, which contain a description of litigation. 42 Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS In addition to historical information included in this annual report on Form 10-K, this report contains “forward-looking statements” within the meaning of the federal securities law.
Operations and support expense consists 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), fair value adjustments to contingent consideration for our acquisitions and other related expenses. • General and administrative .
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 .
Our stock-based compensation uses a fair-value-based method to recognize non-cash compensation expense for share-based transactions. Under the fair value recognition provisions, we recognize stock-based compensation net of an estimated forfeiture rate and only recognize compensation cost for those shares expected to vest on a straight-line basis over the requisite service period of the award. Current Expected Credit Losses.
Under the fair value recognition provisions, we recognize stock-based compensation net of an estimated forfeiture rate and only recognize compensation cost for those shares expected to vest on a straight-line basis over the requisite service period of the award. Current Expected Credit Losses.
Despite these recent changes, we believe our competitive advantages in the luxury markets distinguish us from our competitors and our comprehensive suite of real estate solutions, our industry-leading brand name, and our talented team of employees and agents set us apart in the industry.
We believe our competitive advantages in the luxury markets distinguish us from our competitors and our comprehensive suite of real estate solutions, the strength of our brand name, and our talented team of agents and employees set us apart in the industry.
We had cash and cash equivalents of approximately $135,657 as of December 31, 2024 and, in addition to 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.
We had cash and cash equivalents of approximately $115,510 as of December 31, 2025 and, in addition to any cash provided from operations, such cash is available to be used to fund such liquidity requirements as well as other anticipated liquidity needs in the normal course of business.
General and administrative expense consists primarily of compensation, stock-based compensation expense and other personnel-related costs for executive management and administrative employees, including finance and accounting, legal, human resources and communications, the occupancy costs for our headquarters and other offices supporting our administrative functions and, including, until December 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 .
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 and, including, until December 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 .
As the real estate brokerage industry evolves and addresses challenges related to constrained inventory of homes as well as higher mortgage rates, we continue to pursue profitable growth opportunities through the expansion of our footprint, investments in cutting-edge PropTech companies through New Valley Ventures, continued recruitment of best-in-class talent, acquisitions (acqui-hires), and operational efficiencies.
As the real estate brokerage industry evolves and addresses challenges related to constrained inventory of homes as well as higher mortgage rates, we continue to pursue profitable growth opportunities through the expansion of our footprint and new ancillary real estate service offerings, continued recruitment of best-in-class talent, acquisitions (acqui-hires), and operational efficiencies.
In the three months ended September 30, 2024, we utilized third-party valuation specialists to prepare a quantitative assessment of the Company’s goodwill and trademark intangible assets, based on the current market conditions in the residential real estate brokerage industry which did not result in impairment charges related to its goodwill or trademark for the year ended December 31, 2024.
As part of our annual impairment test, we utilized third-party valuation specialists to prepare a quantitative assessment of the Company’s goodwill and trademark intangible assets, based on the current market conditions in the residential real estate brokerage industry which did not result in impairment charges related to its goodwill or trademark for the year ended December 31, 2025.
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.
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.
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.
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. We continue to evaluate our capital structure and current market conditions related to our capital structure.
(1.79) % (4.26) % _____________________________ (1) We calculate total transactions by taking the sum of all transactions closed in which our agent represented the buyer or seller in the purchase or sale of a home (excluding rental transactio ns).
(1.35) % (2.42) % _____________________________ (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 transactio ns).
(2) Gross Transaction Value is the sum of all closing sale prices for homes transacted by our agents (excluding rental tran sactions). We include the value of a single transaction twice when our agents serve both the home buyer and home seller in the transaction.
We include a single transaction twice when one or more of our agents represent both the buyer and seller in any given transaction. 33 Table of Contents (2) Gross Transaction Value is the sum of all closing sale prices for homes transacted by our agents (excluding rental tran sactions).
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 the real estate brokerage segment or the costs of defending such cases.
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.
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 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, including those related to pandemics and health crises (and responses to them), • the impacts of the Inflation Reduction Act of 2022 and the Tax Cuts and Jobs Act of 2017, including the continued impact on the markets of our business, • 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 Distribution, and • the failure of Vector Group to satisfy its respective obligations under the agreements entered into in connection with the Distribution.
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, 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; • the tax-free treatment of Vector Group’s distribution of our common stock to its stockholders; and • the additional factors described under “Risk Factors” in this annual report on Form 10-K.
Our income tax rates for the years ended December 31, 2024 and 2023 do not bear a customary relationship to statutory income tax rates due to the impact of changes in valuation allowances, state income taxes, certain nondeductible expenses and excess tax benefits of stock-based compensation.
Ou r income tax rates for the years ended December 31, 2025 and 2024 do not bear a customary relationship to statutory income tax rates due to the impact of the utilization of net operating loss carryforwards, which impact changes in valuation allowances and state income taxes, as well as certain nondeductible expenses and excess tax benefits of stock-based compensation.
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.
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.
Overview Douglas Elliman Inc. is a holding company and is engaged principally in two business segments: Real Estate Brokerage: the 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, Washington, D.C.
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 conduct residential real estate brokerage operations in Florida, California, Texas, Colorado, Nevada, Massachusetts, Connecticut, Maryland, Virginia, New Jersey and Washington, D.C.
Key Business Metrics and Non-GAAP Financial Measures In addition to our financial results, prepared in accordance with GAAP, we use the following business metrics to evaluate our business and identify trends affecting our business.
For more information, see Note 18, “Segment Information” to our consolidated financial statements. Key Business Metrics and Non-GAAP Financial Measures In addition to our financial results, prepared in accordance with GAAP, we use the following business metrics to evaluate our business and identify trends affecting our business.
Our revenues from commission and other brokerage income were $946,557 for the year ended December 31, 2024 compared to $906,069 for the year ended December 31, 2023, an increase of $40,488.
Our revenues from commission and other brokerage income were $989,842 for the year ended December 31, 2025 compared to $946,557 for the year ended December 31, 2024, an increase of $43,285.
(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 into an escrow fund on June 12, 2024, and agreed to pay two $5,000 contingent payments subject to certain financial contingencies on or before December 31, 2027 (collectively, the “Settlement Amount”).
Court of Appeals for the Eighth Circuit.) Under the settlement agreement, we paid $7,750 into an escrow fund on June 12, 2024, $5,000 into an escrow fund on December 29, 2025, and agreed to pay $5,000 contingent payment subject to certain financial contingencies on or before December 31, 2027.
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.
For more information, see Note 14, “Commitments and Contingencies,” to our 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.
We boast a prestigious luxury brand that is complemented by a comprehensive suite of technology-enabled real estate services and investments. These distinguishing qualities position us to capitalize on opportunities in the U.S. res idential real estate market.
Douglas Elliman boasts a prestigious luxury brand that is complemented by a comprehensive suite of technology-enabled real estate services and investments. These distinguishing qualities position us to capitalize on opportunities in the U.S. res idential 32 Table of Contents real estate market . We are bringing innovative technology driven solutions to our agents and their clients.
On July 2, 2024, we issued $50,000 in aggregate principal amount of senior secured convertible notes due on July 2, 2029 to funds advised by Kennedy Lewis Investment Management LLC, or KLIM. The convertible notes bear 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.
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 2024, cash provided by financing activities was primarily a result of the proceeds of the debt issuance of 48,750. This was partially offset by the deferred finance charges.
In 2025, cash used in financing activities was primarily a result of the repayment of the Convertible Notes of $94,067. In 2024, cash provided by financing activities was primarily a result of the proceeds of the debt issuance of $48,750. This was partially offset by the deferred finance charges of $1,997 related to the issuance of the Convertible Notes.
We were recently named the most trusted real estate brokerage firm in the United States as part of the America's Most Trusted Series by Lifestory Research.
In 2025 and 2024, Douglas Elliman was named the most trusted real estate brokerage firm in the United States as part of the America's Most Trusted Series by Lifestory Research.
Sales and marketing expense consists 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 .
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 .
The resulting discount created by allocating a portion of the issuance proceeds to the embedded derivative is then amortized to interest expense over the term of the debt using the effective interest method. As of December 31, 2024, the fair value of derivative liabilities was estimated at $30,253.
As a result, we bifurcated this embedded derivative and estimated the fair value of the embedded derivative liability. The resulting discount created by allocating a portion of the issuance proceeds to the embedded derivative was then amortized to interest expense over the term of the debt using the effective interest method.
In addition, our revenues from our development marketing division increased by $11,587 in 2024 compared to 2023 and this was primarily related to increased closings in our Florida market. Operating Expenses.
In addition, our revenues from our development marketing division increased by $12,604 in 2025 compared to 2024 and this was primarily related to increased closings in our Florida and New York City markets. Operating expenses .
(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 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 recognized non-cash interest expense of $983 in 2024, due to the amortization of the debt discount attributable to the embedded derivatives and $80 in 2024, due to the amortization of the debt discount attributable to the beneficial conversion feature. Stock-Based Compensation. We have granted stock-based compensation to employees and recognize expense on such grants.
In 2025 and 2024, we recognized non-cash interest expense of $1,814 and $983, respectively, due to the amortization of the debt discount attributable to the embedded derivative and $148 and $80, respectively, due to the amortization of the debt discount attributable to the beneficial conversion feature. Stock-Based Compensation.
This was partially offset by interest income of $5,533 and investment and other income associated with our investments of our PropTech business of $5,289. Loss before provision for income taxes . Loss before income taxes was $75,885 for the year ended December 31, 2024 and loss before income taxes was $58,219 for the year ended December 31, 2023.
This was partially offset by interest income of $5,533 and investment and other gains associated with our PropTech investments of $5,289. Income (loss) before provision for income taxes .
(e) $2,010 is included within general and administrative expenses on the Consolidated Statement of Operations for the year ended December 31, 2024. Recent Developments Management changes.
(e) The benefit of $299 includes insurance proceeds received during the year ended December 31, 2025 and is included within general and administrative expenses on the Consolidated Statement of Operations for the year ended December 31, 2025 . $2,010 is included within general and administrative expenses on the Consolidated Statement of Operations for the year ended December 31, 2024 .
Sales and marketing expenses were $82,606 for the year ended December 31, 2024 compared to $83,670 for the year ended December 31, 2023. 44 Table of Contents Operations and support. Operations and support expenses were $70,342 for the year ended December 31, 2024 compared to $70,605 for the year ended December 31, 2023. General and administrative.
Sales and marketing expenses were $80,708 for the year ended December 31, 2025 compared to $82,606 for the year ended December 31, 2024. Operations and support. Operations and support expenses were $70,720 for the year ended December 31, 2025 compared to $70,342 for the year ended December 31, 2024. General and administrative.
In 2024, our commission and other brokerage income generated from the sales of existing homes increased by $22,386 in our Florida market, $12,403 in the Northeast region, which excludes New York City, and $2,761 in the West region, offset by $8,649 in New York City, in each case compared to the 2023 period .
In 2025, our commission and other brokerage income generated from the sales of existing homes increased by $17,489 in the Northeast region, which excludes New York City, $5,947 in New York City, $3,789 in our Florida market and $3,406 in the West region, in each case compared to the 2024 period .
More than a century later, the Douglas Elliman brand is still associated with service, luxury and forward thinking — our markets are primarily international finance and technology 34 Table of Contents hubs that are densely populated and offer housing inventory at premium price points.
More than a century later, the Douglas Elliman brand is still associated with service, luxury and forward thinking — our markets are primarily international finance hubs that are densely populated and offer housing inventory at premium price points. The average transaction value of a home we sold in 2025 was approximately $1.86 million — significantly higher than our principal competitors.
(d) $17,750 is included within Antitrust litigation settlement expense line and $15,583 is included within general and administrative expenses on the Consolidated Statement of Operations for the year ended December 31, 2024. $770 is included within general and administrative expenses on the Consolidated Statement of Operations for the year ended December 31, 2023.
For the year ended December 31, 2024, we incurred unusual litigation expense, settlement and related expenses, net of $33,333 with $17,750 included in Antitrust litigation settlement expense and $15,583 included in General and administrative expenses on the Consolidated Statement of Operations.
The forward-looking statements speak only as of the date they are made. 48 Table of Contents ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Market Risk” is incorporated herein by reference.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Market Risk” is incorporated herein by reference.
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.
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. Off-Balance Sheet Arrangements We have various agreements in which we may be obligated to indemnify the other party with respect to certain matters.
We believe these collaborative relationships are mutually beneficial because they keep Douglas Elliman both asset light and on the cutting edge by offering our agents innovative solutions and services that can be integrated into our technology. Furthermore, we maintain upside potential in the success of our PropTech partners in which we invest through minority stakes in their capital structures.
We believe these collaborative relationships have been mutually beneficial because they have kept Douglas Elliman both asset light and on the cutting edge by offering our agents innovative solutions and services that can be integrated into our technology.
The primary components of operating expenses are described below. Real Estate Agent Commissions. Because of increases in commissions and other brokerage income, our real estate agent commissions expense was $743,819 for the year ended December 31, 2024 compared to $706,162 for the year ended December 31, 2023, an increase of $37,657 (5.3%).
Because of increases in commissions and other brokerage income, our real estate agent commissions expense was $771,971 for the year ended December 31, 2025 compared to $743,819 for the year ended December 31, 2024, an increase of $28,152 (4%).
During 2024, we have issued variable interest senior convertible debt in a series of private placements where a portion of the total interest payable on the debt is computed by reference to our common stock.
During 2024, we issued variable interest senior convertible debt in a private placement where a portion of the total interest payable on the debt was computed by reference to our common stock. This portion of the interest payment was considered an embedded derivative within the convertible debt, which we were required to value 36 Table of Contents separately.
The $40,049 increase was primarily related to an increase of $40,488 in our commission and other brokerage. The increase in revenues was driven by an increased average price per transa ction of $1.67 million per home sale in 2024 compared to $1.59 million per home sale in 2023.
The increase in revenues was driven by an increased average price per transaction of $1.86 million per home sale in 2025 compared to $1.67 million per home sale in 2024 .
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.
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. 34 Table of Contents Reconciliations of these non-GAAP measures have been provided in the table below (in thousands). Computation of Adjusted EBITDA attributed to Douglas Elliman Inc.
We have established a valuation allowance because we believe it will be more likely than not that the benefits of these deductible differences will not be realized, and as a result are required to maintain a valuation allowance for the full amount of the deferred tax assets.
We have established a valuation allowance because we believe it will be more likely than not that the benefits of these deductible differences will not be realized, and as a result are required to maintain a valuation allowance for the full amount of the deferred tax assets. 37 Table of Contents 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 consolidated financial statements and related notes included elsewhere in this Form 10-K.
For the year ended December 31, 2023, $3,609 of stock-based compensation is included within General and administrative expenses and $930 is included within Operations and support expenses on the consolidated statements of operations. Revenues. Our revenues were $995,627 for the year ended December 31, 2024 compared to $955,578 for the year ended December 31, 2023.
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.
Interpretations of and guidance surrounding income tax laws and regulations change over time and, as a result, changes in our subjective assumptions and judgments may materially affect amounts recognized in our consolidated financial statements. 40 Table of Contents We are taxed as a corporation for purposes of U.S. and state and local income taxes and calculate our provision for income taxes based upon our consolidated taxable income at current income tax rates.
Therefore, we are required to make many subjective assumptions and judgments regarding our income tax exposures. Interpretations of and guidance surrounding income tax laws and regulations change over time and, as a result, changes in our subjective assumptions and judgments may materially affect amounts recognized in our consolidated financial statements.
For the year ended December 31, 2024, other expenses primarily consisted of the change in fair value of derivatives embedded within convertible debt of $14,978 associated with the issuance of the new financing debt and interest expense of $2,939.
This was partially offset by interest income of $4,900 and investment and other gains associated with our PropTech investments of $1,318. For the year ended December 31, 2024 , other expenses primarily consisted of the change in fair value of the derivative embedded within convertible debt of $14,978.
We will continue to evaluate the realizability of our net deferred tax assets using all available evidence, which may result in a future change to our valuation allowances. 43 Table of Contents Real Estate Brokerage.
We will 40 Table of Contents continue to evaluate the realizability of our net deferred tax assets using all available evidence, which may result in a future change to our valuation allowances. Liquidity and Capital Resources Cash and cash equivalents was $115,510 and $135,657 as of December 31, 2025 and 2024 , respectively , a decrease of $20,147.
In 2024 , cash used in investing activities was comprise d of capital expenditures of $5,534 and the purchase of investments of $330 in our PropTech business. This was offset by $8,882 of proceeds from the sale of liquidation of long-term investments.
In 2024, cash used in investing activities was comprised of the purchase of investment securities at fair value of $9,804 and capital expenditures of $5,534. This was offset by $8,882 of proceeds from the sale of long-term investments. Cash used in financing activities was $96,095 in 2025, compared to cash provided by financing activities of $45,452 in 2024.
Our operating expenses were $1,064,453 for the year ended December 31, 2024 compared to $1,020,075 for the year ended December 31, 2023.
Our operating expenses, excluding gain on disposal of business, were 39 Table of Contents $1,069,228 for the year ended December 31, 2025 compared to $1,064,453 for the year ended December 31, 2024.
Revenues . Our revenues were $995,627 for the year ended December 31, 2024 compared to $955,578 for the year ended December 31, 2023. The $40,049 increase in revenues was primarily due to an increase in commissions and other brokerage income because of increased commissions from existing home sales. Operating expenses .
Revenues. Our revenues were $1,033,055 for the year ended December 31, 2025 compared to $995,627 for the year ended December 31, 2024. The $37,428 (4%) increase was primarily related to an increase of $43,285 in our commissions and other brokerage income.
General and administrative expenses were $86,726 for the year ended December 31, 2024 compared to $97,719 for the year ended December 31, 2023. The decline is primarily related to reductions in personnel as well as lower incentive compensation expense in 2024 and was offset by litigation expenses, settlement and related expenses. Technology.
General and administrative expenses were $110,951 for the year ended December 31, 2025 compared to $117,773 for the year ended December 31, 2024. The decline is primarily related to reductions in personnel and related expenses of $3,887, and litigation, settlement and related expenses of $4,652. Technology.
To evaluate our operating performance, we also use Adjusted EBITDA attributed to Douglas Elliman and Adjusted EBITDA attributed to Douglas Elliman Margin and financial measures for the year ended December 31, 2024 (“Non-GAAP Financial Measures”), which are financial measures not prepared in accordance with GAAP. 35 Table of Contents Year ended December 31, 2024 2023 Key Business Metrics Total transactions (1) 21,781 21,606 Gross Transaction Value (in billions) (2) $ 36.4 $ 34.4 Average transaction value per transaction (in thousands) (3) $ 1,669.6 $ 1,592.3 Number of Principal Agents (4) 5,264 5,150 Annual Retention (5) 89 % 92 % Certain GAAP Financial Information Net loss attributed to Douglas Elliman Inc. $ (76,316) $ (42,552) Net loss margin (7.67) % (4.45) % Non-GAAP Financial Measures Adjusted EBITDA attributed to Douglas Elliman Inc. $ (17,783) $ (40,693) Adjusted EBITDA margin attributed to Douglas Elliman Inc.
Year ended December 31, 2025 2024 Key Business Metrics Total transactions (1) 21,338 21,779 Gross Transaction Value (in billions) (2) $ 39.8 $ 36.4 Average transaction value per transaction (in thousands) (3) $ 1,863.4 $ 1,671.0 Number of Principal Agents (4) 4,492 5,264 Annual Retention (5) 84 % 89 % Certain GAAP Financial Information Net income (loss) attributed to Douglas Elliman Inc. $ 15,219 $ (76,316) Net income (loss) margin 1.47 % (7.67) % Non-GAAP Financial Measures Adjusted EBITDA attributed to Douglas Elliman Inc. $ (13,990) $ (24,106) Adjusted EBITDA margin attributed to Douglas Elliman Inc.
Litigation is subject to uncertainty and it is possible that there could be adverse developments in the Gibson / Umpa appeals and other pending cases, including in the buyer-side class action Lutz lawsuit, pending in the United States District Court for the Southern District of Florida, No. 4:24-cv-10040 (KMM).
The remaining contingent payment may be accelerated under certain circumstances. 41 Table of Contents Other litigation. Litigation is subject to uncertainty and it is possible that there could be adverse developments in the Gibson / Umpa appeals and other pending cases. These cases include (i) the buyer-side class action Lutz vs.
We seek to minimize these risks through our regular operating and financing activities and our long-term investment strategy.
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.
In 2023, cash used in investing activities was comprised of capital expenditures of $6,143 and the purchase of investments of $515 in our PropTech business. This was offset by $1,420 of proceeds from the sale of liquidation of long-term investments.
In 2025 , cash provided by investing activities was primarily comprise d of $97,677 of proceeds from the sale of short-term investments, $82,494 of proceeds from the sale of our property management business, and $1,654 of proceeds from the sale of long-term investments. This was offset by the purchase of short-term investments of $87,873 and capital expenditures of $3,353.
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. Adjusted EBITDA attributed to Douglas Elliman Margin is the quotient of (x) Adjusted EBITDA attributed to Douglas Elliman divided by (y) revenue.
Adjusted EBITDA margin attributed to Douglas Elliman Inc. is the quotient of (x) Adjusted EBITDA attributed to Douglas Elliman Inc. divided by (y) revenue. 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.
Other expense was $7,059 for the year ended December 31, 2024 compared to other income of $6,278 for the year ended December 31, 2023.
These declines were offset by the impairment of fixed assets of $2,275. Other expenses. Other expense was $27,612 for the year ended December 31, 2025 compared to $7,059 for the year ended December 31, 2024.
Liquidity and Capital Resources Cash and cash equivalents was $135,657 and $119,808 as of December 31, 2024 and 2023 , respectively , an increase of $15,849. Restricted cash was $6,564 and $9,709 as of December 31, 2024 and 2023 , respectively. Cash used in operations was $25,962 and $30,415 in 2024 and 2023, respectively.
Restricted cash was $7,199 and $6,564 as of December 31, 2025 and 2024 , respectively. Cash used in operations was $13,878 and $25,962 in 2025 and 2024, respectively.
In addition to entering business relationships with these PropTech companies, we are committed to creating over time a dynamic portfolio of PropTech companies by leveraging relationships to provide them access to our agents and their clients, as well as our knowledge and experience.
Our model is to source and use best-of-breed products and services that we believe will increase our efficiency. In addition to entering business relationships with these technology companies, we have invested in property technology, or PropTech, companies and leveraged our relationships to provide these technology companies access to our agents and their clients, as well as our knowledge and experience.
Arizona, New Hampshire and Michigan. We also offer, including through our subsidiaries and ventures, ancillary services, such as property management, title and escrow services. Corporate Activities and Other: the operations of our holding company as well as our investment business that invests in select PropTech opportunities through our New Valley Ventures subsidiary. See Item 1.
We also offer, including through our subsidiaries and ventures, development marketing services and ancillary services, such as mortgage, title and escrow services. In addition, we have also invested in PropTech opportunities through our DOUG Ventures (f/k/a New Valley Ventures LLC) subsidiary. See Item 1. “Business” for detailed overview and description of our principal operations.
For the Real estate brokerage segment, $17,750 is included within Antitrust litigation settlement expense line and $2,738 is included within general and administrative expenses on the Consolidated Statement of Operations for the year ended December 31, 2024.
For the year ended December 31, 2025, we incurred unusual litigation expense, settlement and related expenses, net of insurance proceeds received, of $7,637 included in General and administrative expenses on the Consolidated Statement of Operations.
On June 12, 2023, we announced that our Board had suspended the quarterly cash dividend, effective immediately.
On June 12, 2023, we announced that our Board had suspended the quarterly cash dividend, effective immediately; the final cash dividend was paid for the period ending March 31, 2023. We do not expect to pay a cash dividend in the foreseeable future. Real Estate Brokerage Antitrust Litigation Settlements.
We recognized a loss of $14,978 in 2024 due to changes in the fair value of the embedded derivatives.
Prior to the redemption, changes to the fair value of the embedded derivative were reflected on our consolidated statements of operations as “Changes in fair value of the derivative embedded within convertible debt.” We recognized a loss of $28,482 and $14,978 in 2025 and 2024, respectively, due to changes in the fair value of the embedded derivative.
Technology expenses were $23,386 for the year ended December 31, 2024 compared to $23,788 for the year ended December 31, 2023. Operating loss . Operating loss was $37,354 for the year ended December 31, 2024 compared to operating loss of $36,769 for the year ended December 31, 2023.
Technology expenses were $22,590 for the year ended December 31, 2025 compared to $23,386 for the year ended December 31, 2024. Impairment of fixed assets. Impairment of fixed assets was $2,275 for the year ended December 31, 2025 due to the abandonment of an agent onboarding application.
We may acquire or seek to acquire additional operating businesses through merger, purchase of assets, stock acquisition or other means, or to make or seek to make other investments, which may limit our liquidity otherwise available. Off-Balance Sheet Arrangements We have various agreements in which we may be obligated to indemnify the other party with respect to certain matters.
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.
Income tax (benefit) expense . Income tax expense was $1,117 for the year ended December 31, 2024 and income tax benefit was $15,053 for the year ended December 31, 2023.
Income before provision for income taxes was $17,870 for the year ended December 31, 2025 compared to loss before provision for income taxes of $75,885 for the year ended December 31, 2024. Income tax expense . Income tax expense was $3,560 for the year ended December 31, 2025 compared to $1,117 for the year ended December 31, 2024.

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