_____________________________________________ Form 10-K _____________________________________________ ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2024 Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 _____________________________________________ DOUGLAS ELLIMAN INC. (Exact name of registrant as specified in its ...

Financial Data and Key Metrics Changes - Revenues increased by 13.6% in Q4 2024 compared to Q4 2023, reaching $243.3 million from $214.1 million [8][20] - Net loss for Q4 2024 was $6 million, or $0.07 per diluted share, an improvement from a net loss of $14.8 million, or $0.18 per diluted share, in Q4 2023 [20] - Adjusted EBITDA for Q4 2024 was a loss of $5.4 million, compared to a loss of $16.1 million in Q4 2023 [20] - For the full year 2024, revenues were $995.6 million, up from $955.6 million in 2023 [21] - Net loss for the year was $76.3 million, or $0.91 per diluted share, compared to $42.6 million, or $0.52 per diluted share, in 2023 [22] - Adjusted net loss for the year was $24 million, or $0.29 per diluted share, compared to $40.1 million, or $0.49 per diluted share, in 2023 [22] Business Line Data and Key Metrics Changes - Average price per transaction rose to $1.64 million in Q4 2024 from $1.58 million in Q4 2023, and for the year, it was $1.67 million compared to $1.59 million in 2023 [14] - Development marketing revenue increased significantly to $25.5 million in Q4 2024 from $9.5 million in Q4 2023 [16] - The development marketing division has a pipeline of approximately $27.7 million in gross transaction value, with $18.1 billion in Florida alone [15] Market Data and Key Metrics Changes - The company was ranked as the most trusted real estate brokerage in 2025 by Life Story Research, highlighting the strength of the Elliman brand [9] - The company achieved record sales in key markets such as Aspen, North Miami, and Long Island [17] Company Strategy and Development Direction - The company is focused on expanding its revenue base through growth initiatives, including recruiting and international expansion, while also reducing costs [10] - A newly created strategic M&A and business development unit is exploring complementary acquisitions and investments [10] - The company aims to transform into a business with diversified revenue streams and a sustainable growth engine [11] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence that the improvement in financial results is positioning the company for long-term success [13] - The company noted that the strength of its balance sheet provides a competitive advantage as it implements its strategic plans [19] - Management believes the current trends in home sale pricing and development marketing bode well for future revenue recognition [15] Other Important Information - Cash and cash equivalents as of December 31, 2024, were approximately $135 million, with an additional $10 million in US treasury securities, totaling $145 million [18] - Adjusted cash, cash equivalents, and investments totaled approximately $140 million as of March 10, 2025, after accounting for annual bonus payments [19] Q&A Session Summary - No specific questions or answers were documented in the provided content, thus this section is not applicable.

Financial Data and Key Metrics Changes - Revenues increased by 13.6% in Q4 2024 compared to Q4 2023, reaching $243.3 million from $214.1 million [8][20] - Net loss for Q4 2024 was $6 million, or $0.07 per diluted share, an improvement from a net loss of $14.8 million, or $0.18 per diluted share, in Q4 2023 [20] - Adjusted EBITDA for Q4 2024 was a loss of $5.4 million, compared to a loss of $16.1 million in Q4 2023 [20] - For the full year 2024, revenues were $995.6 million, up from $955.6 million in 2023 [21] - Net loss for the year was $76.3 million, or $0.91 per diluted share, compared to $42.6 million, or $0.52 per diluted share, in 2023 [22] - Adjusted EBITDA for the year was a loss of $17.8 million, an improvement from a loss of $39.9 million in 2023 [22] Business Line Data and Key Metrics Changes - Average price per transaction rose to $1.64 million in Q4 2024 from $1.58 million in Q4 2023, and for the year, it was $1.67 million compared to $1.59 million in 2023 [14] - Development marketing revenue increased significantly to $25.5 million in Q4 2024 from $9.5 million in Q4 2023 [16] - The development marketing division has a pipeline of approximately $27.7 million in gross transaction value, with $18.1 billion in Florida alone [15] Market Data and Key Metrics Changes - The company was ranked as the most trusted real estate brokerage in 2025 by Life Story Research, highlighting the strength of the Elliman brand [9] - The company achieved record sales in key markets such as Aspen, North Miami, and Long Island [17] Company Strategy and Development Direction - The company is focused on expanding its revenue base through growth initiatives, including recruiting and international expansion, while also reducing costs [10] - A newly created strategic M&A and business development unit is exploring complementary acquisitions and investments [10] - The company aims to diversify revenue streams and drive innovation and technology within the industry [11] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the improvement of financial results and the positioning of the company for long-term success [13] - The CEO emphasized the strength of the Douglas Elliman brand and its bright future, indicating that the best days are ahead for the company [23] Other Important Information - Cash and cash equivalents as of December 31, 2024, were approximately $135 million, with total liquidity of about $145 million [18] - The company reduced operating expenses by $19.7 million in 2024 compared to 2023, excluding certain costs [18] Q&A Session Summary Question: What are the expectations for future growth? - Management indicated that the company is performing well and is optimistic about future growth prospects [23] Question: How is the company managing its expenses? - The company has implemented expense reductions and is focusing on return on investments across its markets [17]

Financial Performance - Fourth quarter 2024 revenues increased to $243.3 million, up 13.5% from $214.1 million in Q4 2023[3] - The net loss for Q4 2024 was $6.0 million, or $0.07 per diluted share, compared to a net loss of $14.8 million, or $0.18 per diluted share, in Q4 2023[3] - For the full year 2024, revenues reached $995.6 million, a 4.2% increase from $955.6 million in 2023[4] - The net loss for the year ended December 31, 2024, was $76.3 million, or $0.91 per diluted share, compared to $42.6 million, or $0.52 per diluted share, in 2023[5] - Adjusted EBITDA for Q4 2024 improved to a loss of $5.4 million, significantly better than a loss of $16.7 million in Q4 2023[6] - Adjusted net income attributed to Douglas Elliman Inc. for Q4 2024 was $2,376 thousand, a significant recovery from a loss of $13,717 thousand in Q4 2023[27] - The company reported an adjusted EBITDA of $(5,403) thousand for Q4 2024, an improvement from $(16,689) thousand in Q4 2023[27] Transaction Metrics - Gross transaction value for Q4 2024 was approximately $8.8 billion, up from $7.9 billion in Q4 2023, with an average price per transaction of $1.64 million[9] - For the full year 2024, gross transaction value was approximately $36.4 billion, compared to $34.4 billion in 2023, with an average price per transaction of $1.67 million[10] - Total transactions in Q4 2024 were 5,337, up from 5,022 in Q4 2023, indicating a growth of 6.3%[29] - Commissions and other brokerage income increased to $231,905 thousand in Q4 2024, up 14.7% from $202,289 thousand in Q4 2023[29] - Gross transaction value for Q4 2024 was $8.8 billion, compared to $7.9 billion in Q4 2023, reflecting an increase of 11.4%[29] Cash and Investments - The company reported cash and cash equivalents of $135.7 million and investment securities of $9.8 million, totaling $145.5 million as of December 31, 2024[11] - Cash receipts in January and February 2025 were up about 30% compared to the same period last year, indicating strong momentum[2] Legal and Expense Matters - Litigation, settlement, and related expenses for Q4 2024 amounted to $10,630 thousand, compared to $770 thousand in Q4 2023, indicating a significant increase due to ongoing legal matters[27] - Interest expense for Q4 2024 was $1,464 thousand, a substantial rise from $6 thousand in Q4 2023[25] - The company continues to focus on expense reductions and strategic investments in its Development Marketing division to drive long-term value[2] Fair Value Changes - The company experienced a change in the fair value of derivatives embedded within convertible debt, resulting in a loss of $5,188 thousand in Q4 2024, with a gain of $14,978 thousand for the year[27]

Core Insights - Douglas Elliman (NYSE: DOUG) is a leading luxury real estate broker in the U.S. and has experienced flat share performance since August 2024 despite significant market volatility [1] Company Overview - Douglas Elliman operates in the luxury real estate sector, which has shown resilience but is currently facing challenges reflected in its stock performance [1]

Core Viewpoint - Kaskela Law LLC has initiated an investigation into Douglas Elliman Inc. to assess potential violations of securities laws or breaches of fiduciary duties by the company's officers and directors in relation to recent corporate actions [1][2]. Company Performance - Since January 2022, Douglas Elliman's stock price has plummeted from over $10.00 per share to below $2.00 per share, representing a decline of over 80% in value [3].

Core Insights - Villa Spectre has set a new record as the highest-priced sale in Delray Beach, closing at approximately $55 million, handled by renowned real estate agent Senada Adžem of Douglas Elliman [1][9]. Company Overview - Douglas Elliman Inc. is one of the largest residential brokerage companies in the United States, with operations across multiple states including New York, Florida, California, and Texas [10]. - The company also invests in early-stage property technology solutions and provides various real estate services such as development marketing and property management [10]. Property Features - Villa Spectre spans 21,725 square feet on 2.5 acres of lakefront property, designed by Aldo Stark of Prestige Design Homes, blending modern European elegance with exclusivity [2][3]. - The estate includes six-bedroom suites, two grand primary suites, a sophisticated executive office, and a grand salon with a 20-person dining table [4][5]. - Amenities include a Bulgari-inspired spa, state-of-the-art home theater, dual gourmet kitchens, and extensive outdoor entertainment facilities such as a resort-style pool, basketball court, and private soccer field [6][7][8].

Financial Performance - Total transactions for the last twelve months ended September 30, 2024, were 21,466, an increase from 16,444 in the previous nine months[112] - Gross transaction value reached $35.5 billion, up from $27.6 billion in the previous nine months[112] - Average transaction value per transaction was $1,655.3 thousand, slightly down from $1,679.1 thousand in the previous nine months[112] - Revenue for the three months ended September 30, 2024, was $266,316, an increase of $14,768 (5.9%) compared to $251,548 for the same period in 2023[122] - Revenues for the nine months ended September 30, 2024, were $752,306, an increase of $10,864 compared to $741,442 for the same period in 2023[129] Operating Loss and Expenses - Net loss attributed to Douglas Elliman Inc. was $(85,162) thousand, compared to $(70,319) thousand in the previous nine months[112] - Adjusted EBITDA attributed to Douglas Elliman was $(34,792) thousand, worsening from $(17,333) thousand in the previous nine months[112] - Operating loss for the real estate brokerage segment was $(48,305) thousand, compared to $(31,885) thousand in the previous nine months[118] - Operating loss for the nine months ended September 30, 2024, was $52,568, compared to $40,926 for the same period in 2023, reflecting an increase of $11,642[129] - Operating expenses for the three months ended September 30, 2024, were $273,747, an increase of $13,378 (5.1%) from $260,369 in 2023[122] - Operating expenses for the nine months ended September 30, 2024, were $804,874, an increase of $22,506 from $782,368 in 2023[129] Commissions and Agent Metrics - Real estate agent commissions increased to $199,133, representing 74.8% of total revenues for the three months ended September 30, 2024, compared to 73.9% in the same period of 2023[125] - Real estate agent commissions expense was $564,606 for the nine months ended September 30, 2024, an increase of $17,857 from $546,749 in 2023, representing 75.1% of revenues[132] - The number of Principal Agents as of September 30, 2024, was 5,062, a decrease from 5,307 in the previous nine months[112] - Annual retention rate decreased to 87% from 92%[112] Cash Flow and Liquidity - Cash, cash equivalents, and restricted cash increased by $27,746 to $157,263 as of September 30, 2024[136] - Cash used in operations decreased to $16,987 for the nine months ended September 30, 2024, from $27,773 in 2023[136] - Cash provided by financing activities was $46,742 for the nine months ended September 30, 2024, compared to cash used of $4,233 in 2023[138] - As of September 30, 2024, the company had cash and cash equivalents of approximately $151,416, which is expected to meet liquidity needs over the next twelve months[139] - The company anticipates that cash flows from operations and financing will be sufficient to meet liquidity needs, despite potential acquisitions[139] Litigation and Settlements - The company recognized an expense of $17,750 related to a litigation settlement during the nine months ended September 30, 2024[120] - The company entered into a settlement agreement for $7,750 to resolve claims in class action litigations, with additional contingent payments of $10,000 due by December 31, 2027[139] - Management cannot predict cash requirements related to future settlements or judgments from ongoing litigation, which could materially affect financial position[139] Market Risks and Forward-Looking Statements - The company is exposed to market risks from fluctuations in interest rates and may face future risks from foreign currency exchange rates and equity prices[143] - Forward-looking statements indicate risks from economic conditions, litigation, and regulatory changes that could impact future performance[148] Corporate Actions - The company issued $50,000 in senior secured convertible notes on July 2, 2024, with an interest rate of 7.0% per annum[120] - The company plans to use the net proceeds from the convertible notes for general corporate purposes[120] - The company issued $50,000 in Convertible Notes due 2029, bearing interest at 7.0% per annum, with an option for 8.0% paid in kind[139] Other Financial Metrics - Other losses amounted to $20,018 for the three months ended September 30, 2024, compared to income of $1,822 for the same period in 2023[122] - Other loss for the nine months ended September 30, 2024, was $16,978, compared to income of $4,226 for the same period in 2023[129] - Adjusted EBITDA for the nine months ended September 30, 2024, was $(4,100), an improvement from $(9,031) in 2023[129] - Escrow funds administered by a subsidiary amounted to $36,061 as of September 30, 2024, down from $41,338 at the end of 2023[142] - The company has approximately $3,000 of letters of credit outstanding as of September 30, 2024, collateralized by certificates of deposit[140] - The company remains contingently liable for the disposition of escrow deposits, which are not considered assets on the balance sheet[142]

Core Viewpoint - Douglas Elliman Inc. is undergoing a transformation and growth phase under the leadership of newly appointed Chairman and CEO Michael Liebowitz, focusing on diversification and strategic initiatives [5]. Group 1: Company Leadership - Michael Liebowitz has been named Chairman and CEO, indicating a significant leadership change aimed at steering the company through a new chapter [5]. - Bryant Kirkland serves as the Chief Financial Officer, supporting the financial strategy of the company [5]. Group 2: Earnings Call Details - The earnings conference call is being recorded and will be available for one year on the company's Investor Relations website [1]. - The call will discuss non-GAAP financial measures such as adjusted EBITDA and adjusted net loss, which are important for understanding the company's financial performance [2].

Financial Data and Key Metrics Changes - Douglas Elliman reported revenues of $266.3 million for Q3 2024, an increase from $251.5 million in Q3 2023 [17] - The net loss attributed to Douglas Elliman for Q3 2024 was $27.2 million, or $0.33 per diluted share, compared to a net loss of $4.9 million, or $0.06 per diluted share in Q3 2023 [18] - Adjusted EBITDA for Q3 2024 was a loss of $1.4 million, an improvement from a loss of $3 million in Q3 2023 [19] - For the nine months ended September 30, 2024, revenues were $752.3 million, up from $741.4 million in the same period of 2023 [20] - The net loss for the nine months ended September 30, 2024, was $70.3 million, or $0.84 per diluted share, compared to a net loss of $27.7 million, or $0.34 per diluted share in 2023 [20] Business Line Data and Key Metrics Changes - The real estate brokerage segment reported an operating income of $454,000 in Q3 2024, compared to an operating loss of $2 million in Q3 2023 [19] - Adjusted EBITDA for the real estate brokerage segment was income of $3.8 million in Q3 2024, compared to $1.5 million in Q3 2023 [19] - For the nine months ended September 30, 2024, the real estate brokerage segment reported an operating loss of $31.9 million, compared to a loss of $20.3 million in the same period of 2023 [21] Market Data and Key Metrics Changes - The average price per home sale transaction increased to $1.6 million in Q3 2024, up from $1.57 million in Q3 2023 [12] - Year-to-date average price per home sale transaction was $1.68 million, compared to $1.6 million in the 2023 period [12] - Listing volume increased by 6% in Q3 2024 compared to the prior year period [12] - The development marketing division has a pipeline of approximately $26.8 billion in gross transaction value, with $16.4 billion located in Florida [13] Company Strategy and Development Direction - The company aims to grow and diversify its business through strategic M&A, focusing on complementary acquisitions in ancillary businesses such as title, escrow, and property management [9] - The management emphasizes the importance of ROI in all business dealings and plans to enhance agent collaboration and diversification [23][24] - The company is optimistic about future growth opportunities, particularly in the context of a changing political landscape and potential easing of regulations [35] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's positioning, noting that they are less sensitive to interest rate changes due to a higher percentage of cash buyers [32] - The management anticipates increased market activity following the recent election, which could spur homebuilding and sales [35] - The company believes it is well-positioned to capitalize on the underbuilt housing market in the U.S. [35] Other Important Information - The company maintained liquidity with cash and cash equivalents of approximately $151.4 million as of September 30, 2024 [17] - A significant non-cash charge of $20.2 million was recorded due to a change in the fair value of a derivative embedded within convertible debt [18][28] Q&A Session Summary Question: Can you explain the charge from the embedded derivative change in the convertible debt? - The charge was primarily due to a 71% increase in the company's stock price, which led to a non-cash charge of $20.2 million [27][28] Question: How do you see the impact of interest rates on your markets? - The company believes it is better positioned than peers due to a higher percentage of cash buyers and anticipates that additional rate cuts could benefit the market [32] Question: What ROI targets are being set for investments? - The company is still discussing ROI targets but emphasizes quality over quantity in agent recruitment and aims to enhance profitability through existing agents [39][40]