Douglas Elliman (DOUG) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited) Unaudited condensed consolidated financial statements and detailed notes for Douglas Elliman Inc. for periods ended June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets | Metric | June 30, 2025 (in Thousands) | December 31, 2024 (in Thousands) | | :-------------------------------- | :----------------------------- | :----------------------------- | | Total Assets | $489,003 | $493,888 | | Total Liabilities | $351,414 | $331,463 | | Total Stockholders' Equity | $137,589 | $162,425 | - Total assets decreased by $4,885 (approximately 1%) from December 31, 2024, to June 30, 2025. Total liabilities increased by $19,951 (approximately 6%) over the same period, while total stockholders' equity decreased by $24,836 (approximately 15%)9 Condensed Consolidated Statements of Operations | Metric | Three Months Ended June 30, 2025 (in Thousands) | Three Months Ended June 30, 2024 (in Thousands) | Six Months Ended June 30, 2025 (in Thousands) | Six Months Ended June 30, 2024 (in Thousands) | | :------------------------------------------ | :---------------------------------------------- | :---------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Total Revenues | $271,366 | $285,751 | $524,769 | $485,990 | | Operating Loss | $(5,532) | $(3,673) | $(10,881) | $(45,137) | | Net Loss attributed to Douglas Elliman Inc. | $(22,673) | $(1,664) | $(28,658) | $(43,139) | | Basic EPS | $(0.27) | $(0.02) | $(0.34) | $(0.52) | - For the three months ended June 30, 2025, total revenues decreased by $14,385 (5.0%) YoY, and net loss attributed to Douglas Elliman Inc. significantly widened from $(1,664) to $(22,673). For the six months ended June 30, 2025, total revenues increased by $38,779 (8.0%) YoY, and net loss attributed to Douglas Elliman Inc. improved from $(43,139) to $(28,658)12 Condensed Consolidated Statements of Stockholders' Equity | Metric | June 30, 2025 (in Thousands) | June 30, 2024 (in Thousands) | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Total Douglas Elliman Inc. Stockholders' Equity | $137,603 | $196,911 | | Total Stockholders' Equity | $137,589 | $197,508 | - Total stockholders' equity decreased by $59,919 (30.3%) from June 30, 2024, to June 30, 2025, primarily due to accumulated deficit increasing from $(90,691) to $(152,526)13 16 Condensed Consolidated Statements of Cash Flows | Metric | Six Months Ended June 30, 2025 (in Thousands) | Six Months Ended June 30, 2024 (in Thousands) | | :------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Net cash used in operating activities | $(4,975) | $(25,973) | | Net cash provided by (used in) investing activities | $7,548 | $(629) | | Net cash used in financing activities | $(85) | $(11) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $2,488 | $(26,613) | | Cash, cash equivalents and restricted cash, end of period | $144,709 | $102,904 | - Cash used in operating activities significantly decreased from $(25,973) in 2024 to $(4,975) in 2025. Investing activities shifted from cash used to cash provided, primarily due to short-term investment sales and purchases. Overall cash, cash equivalents, and restricted cash increased by $2,488 in 2025, a positive change compared to a decrease of $26,613 in 202419 Notes to Condensed Consolidated Financial Statements 1. Summary of Significant Accounting Policies - Douglas Elliman Inc. operates in real estate services and PropTech investment. The condensed consolidated financial statements include DER Holdings LLC and DOUG Ventures, LLC. The company adopted a single operating and reporting segment effective January 1, 2025, reflecting a change in how the CEO (CODM) reviews operating performance21 25 99 100 Loss Per Share (EPS) Data | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss attributed to Douglas Elliman Inc. (in Thousands) | $(22,673) | $(1,664) | $(28,658) | $(43,139) | | Weighted-average shares for basic and diluted EPS | 84,464,283 | 83,336,516 | 84,417,308 | 83,335,308 | - The company's goodwill and trademark intangible assets were qualitatively assessed for impairment as of June 30, 2025, with no impairment charges resulting. Related party transactions with Vector Group Ltd. for transition services and aircraft leases were terminated in late 2024. Real estate commissions from Vector Group-owned development projects increased significantly in 202534 35 36 Related Party Real Estate Commissions | Period | 2025 (in Thousands) | 2024 (in Thousands) | | :----------------------- | :------------------ | :------------------ | | Three Months Ended June 30 | $2,284 | $793 | | Six Months Ended June 30 | $8,983 | $2,017 | 2. Revenue Recognition Disaggregated Revenue by Service Line and Geography (Three Months Ended June 30) | Revenue Type | New York City (2025) | Northeast (2025) | Southeast (2025) | West (2025) | Total (2025) | New York City (2024) | Northeast (2024) | Southeast (2024) | West (2024) | Total (2024) | | :------------------------------------------ | :------------------- | :--------------- | :--------------- | :---------- | :----------- | :------------------- | :--------------- | :--------------- | :---------- | :----------- | | Commission - existing home sales | $71,039 | $49,789 | $72,872 | $50,055 | $243,755 | $78,786 | $50,620 | $78,082 | $53,685 | $261,173 | | Commission - development marketing | $6,835 | $111 | $5,174 | $2,141 | $14,261 | $6,202 | $156 | $3,597 | $1,185 | $11,140 | | Property management revenue | $10,273 | $192 | — | — | $10,465 | $9,508 | $186 | — | — | $9,694 | | Escrow and title fees | $123 | $7 | — | $2,755 | $2,885 | $210 | $108 | $19 | $3,407 | $3,744 | | Total Revenue | $88,270 | $50,099 | $78,046 | $54,951 | $271,366 | $94,706 | $51,070 | $81,698 | $58,277 | $285,751 | Disaggregated Revenue by Service Line and Geography (Six Months Ended June 30) | Revenue Type | New York City (2025) | Northeast (2025) | Southeast (2025) | West (2025) | Total (2025) | New York City (2024) | Northeast (2024) | Southeast (2024) | West (2024) | Total (2024) | | :------------------------------------------ | :------------------- | :--------------- | :--------------- | :---------- | :----------- | :------------------- | :--------------- | :--------------- | :---------- | :----------- | | Commission - existing home sales | $137,256 | $92,784 | $142,271 | $91,451 | $463,762 | $128,026 | $85,206 | $135,712 | $93,938 | $442,882 | | Commission - development marketing | $15,005 | $263 | $17,548 | $2,581 | $35,397 | $10,921 | $221 | $4,922 | $1,632 | $17,696 | | Property management revenue | $19,555 | $402 | — | — | $19,957 | $18,354 | $387 | — | — | $18,741 | | Escrow and title fees | $199 | $15 | — | $5,439 | $5,653 | $421 | $257 | $19 | $5,974 | $6,671 | | Total Revenue | $172,015 | $93,464 | $159,819 | $99,471 | $524,769 | $157,722 | $86,071 | $140,653 | $101,544 | $485,990 | - For the three months ended June 30, 2025, total revenue declined by $14,385 (5.0%) YoY, primarily due to decreased existing home sales across all regions. Development marketing revenue increased by $3,121 (28.0%) YoY. For the six months ended June 30, 2025, total revenue increased by $38,779 (8.0%) YoY, driven by growth in existing home sales in New York City, Northeast, and Southeast, and a significant increase in development marketing revenue43 3. Current Expected Credit Losses Allowance for Credit Losses on Real Estate Broker Agent Receivables | Metric | June 30, 2025 (in Thousands) | December 31, 2024 (in Thousands) | | :------------------------------------ | :----------------------------- | :----------------------------- | | Allowance for credit losses | $5,890 | $4,783 | - The allowance for credit losses on real estate broker agent receivables increased by $1,107 (23.1%) from December 31, 2024, to June 30, 2025, reflecting an increased provision for credit losses of $2,444 during the six months ended June 30, 202546 47 4. Leases Total Lease Cost | Metric | Three Months Ended June 30, 2025 (in Thousands) | Three Months Ended June 30, 2024 (in Thousands) | Six Months Ended June 30, 2025 (in Thousands) | Six Months Ended June 30, 2024 (in Thousands) | | :------------- | :---------------------------------------------- | :---------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Total lease cost | $8,451 | $8,916 | $17,208 | $18,683 | - Total lease cost decreased by $465 (5.2%) for the three months ended June 30, 2025, and by $1,475 (7.9%) for the six months ended June 30, 2025, compared to the respective prior year periods. The weighted average remaining lease term for operating leases was 5.39 years as of June 30, 2025, with a weighted average discount rate of 8.63%49 5. Long-Term Investments Long-Term Investments Breakdown | Investment Type | June 30, 2025 (in Thousands) | December 31, 2024 (in Thousands) | | :---------------------------------------------------------------------------------------------------------------- | :----------------------------- | :----------------------------- | | PropTech convertible trading debt securities | $1,210 | $1,254 | | Long-term investment securities at fair value | $3,073 | $3,127 | | PropTech investments at cost | $6,400 | $6,400 | | PropTech investments under equity method | $813 | $619 | | Total investments | $11,496 | $11,400 | | Total long-term investments (net of current portion and equity method) | $10,683 | $9,527 | Net Realized and Unrealized (Losses) Gains on Long-Term Investment Securities | Metric | Three Months Ended June 30, 2025 (in Thousands) | Three Months Ended June 30, 2024 (in Thousands) | Six Months Ended June 30, 2025 (in Thousands) | Six Months Ended June 30, 2024 (in Thousands) | | :---------------------------------------------------------------------------------------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net realized losses recognized on PropTech convertible trading debt securities | $(44) | — | $(44) | — | | Net unrealized (losses) gains recognized on long-term investments at fair value | $(15) | $39 | $(136) | $128 | | Net gains recognized on long-term investment securities without a readily determinable fair value | — | $981 | $78 | $501 | | Net realized and unrealized (losses) gains | $(59) | $1,020 | $(102) | $629 | - The company recorded net realized and unrealized losses of $(59) thousand for the three months ended June 30, 2025, a significant decline from gains of $1,020 thousand in the prior year. For the six months ended June 30, 2025, net losses were $(102) thousand, compared to gains of $629 thousand in the prior year. The company has unfunded commitments of $505 thousand related to long-term investment securities at fair value as of June 30, 202550 52 6. Equity Method Investments Equity Method Investments | Investment Type | June 30, 2025 (in Thousands) | December 31, 2024 (in Thousands) | | :---------------------- | :----------------------------- | :----------------------------- | | Ancillary services ventures | $2,219 | $2,020 | | Maximum exposure to loss | $2,219 | N/A | - Equity method investments, primarily in ancillary services ventures, increased by $199 (9.9%) from December 31, 2024, to June 30, 2025. The company's maximum exposure to loss from these investments was $2,219 thousand as of June 30, 202556 58 7. Notes Payable and Other Obligations Notes Payable and Other Obligations | Metric | June 30, 2025 (in Thousands) | December 31, 2024 (in Thousands) | | :---------------------------------------------------- | :----------------------------- | :----------------------------- | | Convertible Notes, net of unamortized discount | $33,982 | $32,670 | | Fair value of derivative embedded within convertible debt | $47,968 | $30,253 | | Estimated Fair Value of Notes Payable | $37,644 | $41,002 | - The company issued $50,000 aggregate principal amount of 7.0% Convertible Notes due July 2, 2029, in a private placement on July 2, 2024. The conversion feature of these notes is classified as a derivative liability, with its fair value increasing from $30,253 thousand at December 31, 2024, to $47,968 thousand at June 30, 2025, resulting in a $17,715 thousand loss from changes in fair value for the six months ended June 30, 202559 60 70 71 - The Convertible Notes are senior secured obligations, convertible at $1.50 per share, and subject to certain redemption rights and covenants. The company was in compliance with all covenants as of June 30, 202561 63 64 67 8. Contingencies - The company settled nationwide antitrust class action lawsuits (Gibson and Umpa cases) related to brokerage commissions for home sellers, with final court approval on November 4, 2024. The settlement involved an initial payment of $7,750 thousand and two contingent payments of $5,000 thousand each by December 31, 2027, and required business practice changes78 79 80 81 82 - A new national class action lawsuit (Lutz case) was filed by home buyers in June 2024, alleging anticompetitive behavior. All claims against the company in the Lutz case were dismissed on July 15, 2025, with the federal antitrust claim dismissed with prejudice. However, plaintiffs' counsel intends to file an amended complaint83 - The company is also a defendant in a lawsuit alleging sexual assault and related wrongdoing by former real estate salespersons, with claims under the New York Gender-Motivated Violence Act and negligence. Legal expenses for the three and six months ended June 30, 2025, were $4,723 thousand and $9,082 thousand, respectively, significantly higher than the prior year84 85 9. Income Taxes - The company did not record a provision for income taxes for the three or six months ended June 30, 2025, as a valuation allowance was established for the full amount of deferred tax assets. In the prior year, a valuation allowance was also established, resulting in a charge of $503 thousand for the three months and $9,021 thousand for the six months ended June 30, 202487 10. Fair Value Measurements Fair Value Measurements as of June 30, 2025 (in Thousands) | Description | Total | Level 1 | Level 2 | Level 3 | | :------------------------------------------ | :------ | :------ | :------ | :------ | | Assets: | | | | | | Money market funds | $80,513 | $80,513 | — | — | | U.S. treasury bills | $43,813 | $43,813 | — | — | | Certificates of deposit | $507 | — | $507 | — | | PropTech convertible trading debt securities | $1,210 | — | — | $1,210 | | Long-term investment securities at fair value | $3,073 | — | — | — | | Total assets | $129,116 | $124,326 | $507 | $1,210 | | Liabilities: | | | | | | Fair value of derivatives embedded within convertible debt | $47,968 | — | — | $47,968 | | Total liabilities | $47,968 | — | — | $47,968 | - The fair value of Level 3 PropTech convertible trading debt securities decreased by $44 thousand from January 1, 2025, to June 30, 2025. The fair value of Level 3 derivatives embedded within convertible debt increased by $17,715 thousand over the same period, reflecting changes in interest rates, stock price, volatility, and dividend yield95 96 11. Segment Information - Effective January 1, 2025, Douglas Elliman Inc. transitioned from two reportable segments (Real Estate Brokerage and Corporate Activities and Other) to a single operating and reporting segment. This change reflects the new CEO's (CODM) review of the company's operating performance as a whole, including PropTech investments, to assess performance and identify trends99 100 101 103 Key Financials for Single Segment Reporting | Metric | Three Months Ended June 30, 2025 (in Thousands) | Three Months Ended June 30, 2024 (in Thousands) | Six Months Ended June 30, 2025 (in Thousands) | Six Months Ended June 30, 2024 (in Thousands) | | :------------------------------------------ | :---------------------------------------------- | :---------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Total Revenue | $271,366 | $285,751 | $524,769 | $485,990 | | Operating Loss | $(5,532) | $(3,673) | $(10,881) | $(45,137) | | Net Loss attributed to Douglas Elliman Inc. | $(22,673) | $(1,664) | $(28,658) | $(43,139) | 12. Escrow Funds in Holding Escrow Funds on Deposit | Metric | June 30, 2025 (in Thousands) | December 31, 2024 (in Thousands) | | :---------------------- | :----------------------------- | :----------------------------- | | Escrow funds on deposit | $53,674 | $37,967 | - Escrow funds administered by Portfolio Escrow Inc., a subsidiary, increased by $15,707 (41.4%) from December 31, 2024, to June 30, 2025. These funds are not assets of Portfolio Escrow Inc. and are excluded from the consolidated balance sheets108 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's discussion and analysis of Douglas Elliman Inc.'s financial condition, operations, key metrics, and liquidity Overview - Douglas Elliman Realty operates as the largest residential brokerage in the New York metropolitan area, with operations extending across multiple states. The company also manages an investment business focused on PropTech opportunities through its DOUG Ventures subsidiary112 Change in Reportable Segments - Effective January 1, 2025, the company began reporting its financial results as a single operating and reportable segment, a change driven by the CEO's (CODM) holistic review of the company's performance, including PropTech investments113 Key Business Metrics and Non-GAAP Financial Measures Key Business Metrics | Metric | Last Twelve Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Year Ended December 31, 2024 | | :------------------------------------------ | :------------------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Total transactions | 21,857 | 10,438 | 10,362 | 21,781 | | Gross transaction value (in billions) | $38.6 | $20.1 | $17.8 | $36.4 | | Average transaction value per transaction (in thousands) | $1,767.4 | $1,923.1 | $1,718.7 | $1,669.6 | | Number of Principal Agents | 4,714 | 4,714 | 5,107 | 5,264 | | Annual Retention | 86% | N/A | N/A | 89% | | Net loss attributed to Douglas Elliman Inc. (in Thousands) | $(61,835) | $(28,658) | $(43,139) | $(76,316) | | Net loss margin | (5.98)% | (5.46)% | (8.88)% | (7.67)% | | Adjusted EBITDA attributed to Douglas Elliman (in Thousands) | $(2,816) | $259 | $(14,708) | $(17,783) | | Adjusted EBITDA attributed to Douglas Elliman Margin | (0.27)% | 0.05% | (3.03)% | (1.79)% | - For the six months ended June 30, 2025, total transactions increased slightly to 10,438 from 10,362 YoY, and gross transaction value rose to $20.1 billion from $17.8 billion YoY. The number of Principal Agents decreased from 5,107 in June 2024 to 4,714 in June 2025. Adjusted EBITDA attributed to Douglas Elliman improved significantly to $259 thousand for the six months ended June 30, 2025, compared to a loss of $(14,708) thousand in the prior year115 Results of Operations Three Months Ended June 30, 2025 vs. 2024 (in Thousands) | Metric | 2025 | 2024 | Change | % Change | | :------------------------------------------ | :----- | :----- | :----- | :------- | | Revenue | $271,366 | $285,751 | $(14,385) | (5.0%) | | Real estate agent commissions | $204,594 | $216,457 | $(11,863) | (5.5%) | | Sales and marketing | $20,069 | $22,153 | $(2,084) | (9.4%) | | Operating loss | $(5,532) | $(3,673) | $(1,859) | 50.6% | | Other (expense) income | $(17,093) | $2,066 | $(19,159) | (927.4%) | | Net loss attributed to Douglas Elliman Inc. | $(22,673) | $(1,664) | $(21,009) | (1262.6%) | Six Months Ended June 30, 2025 vs. 2024 (in Thousands) | Metric | 2025 | 2024 | Change | % Change | | :------------------------------------------ | :----- | :----- | :----- | :------- | | Revenue | $524,769 | $485,990 | $38,779 | 8.0% | | Real estate agent commissions | $391,119 | $365,473 | $25,646 | 7.0% | | Sales and marketing | $39,808 | $43,451 | $(3,643) | (8.4%) | | Operating loss | $(10,881) | $(45,137) | $34,256 | (75.9%) | | Other (expense) income | $(18,028) | $3,040 | $(21,068) | (693.0%) | | Net loss attributed to Douglas Elliman Inc. | $(28,658) | $(43,139) | $14,481 | (33.6%) | - For the three months ended June 30, 2025, revenues declined due to lower existing home sales, partially offset by increased development marketing. Operating loss increased, and net loss widened significantly, primarily driven by a $16,969 thousand loss from changes in the fair value of derivative embedded within convertible debt126 127 132 133 - For the six months ended June 30, 2025, revenues increased due to higher existing home sales and development marketing. Operating loss significantly decreased, and net loss improved, primarily due to increased revenues and the absence of the $17,750 thousand antitrust litigation settlement expense incurred in 2024136 137 138 139 143 Summary of PropTech Investments - As of June 30, 2025, DOUG Ventures held approximately $11,496 thousand in PropTech investments, representing about 2% of Douglas Elliman's total assets. In July 2025, the company monetized its remaining investment in Bilt Technologies for $1,533 thousand, expecting a gain of $1,225 thousand in Q3 2025147 Liquidity and Capital Resources Cash, Cash Equivalents and Restricted Cash | Metric | Six Months Ended June 30, 2025 (in Thousands) | Six Months Ended June 30, 2024 (in Thousands) | | :------------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Net increase (decrease) | $2,488 | $(26,613) | | End of period balance | $144,709 | $102,904 | - Cash used in operations decreased significantly to $4,975 thousand for the six months ended June 30, 2025, from $25,973 thousand in the prior year, driven by reduced operating loss and lower liability payments. Investing activities provided $7,548 thousand in cash, a reversal from $629 thousand used in the prior year, primarily due to proceeds from short-term investment sales149 150 - The company had $136,334 thousand in cash and cash equivalents as of June 30, 2025, which, along with expected cash flows and available financings, is anticipated to meet liquidity needs for the next twelve months. The company continues to evaluate its capital structure and potential strategic transactions153 158 Off-Balance Sheet Arrangements - The company has outstanding letters of credit totaling $2,990 thousand as of June 30, 2025, collateralized by certificates of deposit, primarily for office lease security deposits. Escrow funds held by Portfolio Escrow Inc. amounted to $53,674 thousand as of June 30, 2025, which are not included on the consolidated balance sheets161 162 Market Risk - The company is primarily exposed to market risks from fluctuations in interest rates and aims to minimize these risks through regular operating and financing activities and its long-term investment strategy163 New Accounting Pronouncements - The company is evaluating the impact of ASU 2023-09 (Income Taxes) and ASU 2024-03 (Disaggregation of Income Statement Expenses), which are effective for annual periods beginning after December 15, 2024, and December 15, 2026, respectively40 41 Legislation and Regulation - There are no material changes to the Legislation and Regulation section from the company's 2024 Annual Report165 Item 3. Quantitative and Qualitative Disclosures About Market Risk Market risk disclosures are incorporated by reference, primarily addressing exposure to interest rate fluctuations - The company's market risk disclosures are incorporated by reference from the MD&A section, indicating exposure primarily to interest rate fluctuations172 Item 4. Controls and Procedures Confirms effective disclosure controls and procedures with no material changes in internal control over financial reporting - Management, including the principal executive and financial officers, concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period173 - There have been no material changes in the company's internal control over financial reporting during the quarterly period174 PART II. OTHER INFORMATION Item 1. Legal Proceedings Refers to Note 8, 'Contingencies,' for detailed legal proceedings, including antitrust lawsuits and other litigation - Information regarding legal proceedings is incorporated by reference from Note 8, 'Contingencies,' in the condensed consolidated financial statements176 Item 1A. Risk Factors Highlights new risk factors, focusing on international expansion and the launch of Elliman International - The company launched Elliman International in June 2025, aiming to serve international real estate needs, initially focusing on luxury destinations in Latin America, the Middle East, Europe, Asia Pacific, and other emerging wealth centers177 - International expansion presents significant risks, including exposure to diverse economic conditions, foreign laws and regulations, political instability, trade policies, economic instability, difficulties in managing international operations, and challenges in establishing brand recognition177 179 180 - Expansion may involve acquisitions, joint ventures, or strategic arrangements with local operators, which could lead to inconsistent business interests or disputes178 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Reports no unregistered equity sales and details issuer purchases of common stock for tax withholdings - No unregistered equity securities were issued or sold during the three months ended June 30, 2025181 Issuer Purchases of Equity Securities (Three Months Ended June 30, 2025) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :------------------------ | :----------------------------- | :--------------------------- | | May 1 to May 31, 2025 | 25,657 | $2.21 | | June 1 to June 30, 2025 | 9,933 | $2.85 | | Total | 35,590 | $2.53 | - The purchases represent shares withheld as payment for payroll tax liabilities related to the vesting of employees' restricted stock, which were immediately canceled182 Item 5. Other Information No directors or executive officers adopted or terminated Rule 10b5-1 trading plans during the quarter - No directors or officers adopted or terminated Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025183 - Certain officers or directors may have made elections to withhold shares for tax liabilities or option exercise prices, which may be designed to satisfy Rule 10b5-1(c) conditions183 Item 6. Exhibits Lists exhibits filed with Form 10-Q, including certifications, XBRL instance documents, and taxonomy extensions - Exhibits include the company's Insider Trading Policy, CEO and CFO certifications (pursuant to Exchange Act Rule 13a-14(a) and 18 U.S.C. Section 1350), and various XBRL documents for interactive data filing184 SIGNATURE