What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-24 compared with 2025-02-20 · 290 added, 371 removed, 505 unchanged (57% of the section changed)

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Consolidated Balance Sheets

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Stockholders’ Equity

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Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGIS TERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of eXp World Holdings, Inc.

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We have audited the accompanying consolidated balance sheets of eXp World Holdings, Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of comprehensive (loss) income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income (loss), stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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Commissions and Other Agent-Related Costs – Sustainable Revenue Share Plan expenses – Refer to Note 2 to the financial statements

Critical Audit Matter Description

The Company has a revenue sharing plan where agents and brokers may receive a commission from real estate transactions consummated by agents and brokers they have attracted to the Company.

Agents and brokers are eligible for revenue share based on the number of Front-Line Qualifying Active (FLQA) agents they have attracted to the Company.

An FLQA agent is an agent or broker that an agent or broker has personally attracted to the Company who has met specific sales transaction volume requirements.

These additional commissions are earned on a multitiered basis by FLQA agents and brokers for real estate transactions within their downstream brokerage network and are included within commissions and other agent-related costs.

We identified the revenue sharing plan as a critical audit matter because the plan has a complex multi-tiered compensation structure involving highly automated system calculations to determine the commissions paid to agents and brokers.

required an increased extent of audit effort to audit and evaluate the accuracy of commissions paid under the revenue share plan.

The Company maintains a revenue share program which allows agents and brokers to earn additional income from real estate transactions closed by agents they have attracted to the Company.

Agents are eligible for revenue share based on defined qualification requirements.

These additional commissions are funded from the Company’s portion of transaction commissions and are included within commissions and other agent-related costs.

We identified the revenue share program as a critical audit matter because the plan has a complex multi-tiered compensation structure involving highly automated system calculations to determine the commissions paid to agents and brokers.

This required an increased extent of audit effort to audit and evaluate the accuracy of commissions paid under the revenue share program.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures performed related to the testing of the accuracy of expenses under the revenue sharing plan included the following, among others:

● We tested the effectiveness of controls over the revenue share expenses, including management's controls over the calculation of commission under the revenue sharing plan.

Our audit procedures related to the testing of the accuracy and completeness of expenses under the revenue share program included the following, among others:

● We tested the effectiveness of controls over the revenue share expenses, including management’s controls over the calculation of commission under the revenue share program.

● With the assistance of our IT specialists, we:

o Identified the significant system used to process revenue share transactions and tested the general IT controls over the system, including testing of user access controls, change management controls, and IT operations controls.

o Performed testing of automated controls for the system calculation of revenue share and the system determination of number of FLQA agents.

● We selected samples of commissions paid to agents and brokers under the revenue sharing plan and recalculated the commissions amount based on the terms of the respective independent contractor agreements.

o Performed testing of automated controls for the system calculation of revenue share and the system determination of number of agents attracted to the Company.

● We tested the amount of revenue share expense by developing an expectation of the amount based on a percentage of the Company’s portion of transaction commissions and comparing our expectation to the amount recorded by management.

● We selected samples of commissions paid to agents and brokers under the revenue share program and recalculated the commissions amount based on the terms of the respective independent contractor agreements.

● For the samples selected:

o We tested the mathematical accuracy of the recorded commission by recalculating the revenue share allocation in accordance with the independent contractor agreements and traced the underlying transactions to third party documents.

● We tested the accuracy of the FLQA count for agents and brokers by reading independent contractor agreements and obtaining evidence of agents and brokers reaching the required sales transaction volume.

o We tested the accuracy and completeness of agent attributes attracted to the Company by reviewing independent contractor agreements and obtaining evidence that agents achieved the required sales transaction volume.

/s/ Deloitte & Touche LLP

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(In thousands, except share amounts)

Year Ended December 31,

December 31, 2025

December 31, 2024

CURRENT ASSETS

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Prepaids and other assets

Current assets of discontinued operations

TOTAL CURRENT ASSETS

Property, plant, and equipment, net

Property and equipment, net

Other noncurrent assets

Intangible assets, net

Deferred tax assets

Noncurrent assets of discontinued operations

Deferred tax assets, net

LIABILITIES AND EQUITY

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Litigation contingency

Accrued expenses and other liabilities

Current liabilities of discontinued operations

Other current liabilities

TOTAL CURRENT LIABILITIES

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Treasury stock, at cost:

40,894,822 and 28,937,671 shares held, respectively

Accumulated deficit

Accumulated other comprehensive (loss) income

Total eXp World Holdings, Inc.

stockholders' equity

Equity attributable to noncontrolling interest

46,735,783 and 40,894,822 shares held December 31, 2025 and December 31, 2024, respectively

Accumulated earnings (deficit)

Accumulated other comprehensive income (loss)

TOTAL LIABILITIES AND EQUITY

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EXP WORLD HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands, except share amounts and per share data)

Year Ended December 31,

Operating expenses

Commissions and other agent-related costs

Operating expenses

General and administrative expenses

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Total operating expenses

Operating (loss) income

Operating income (loss)

Other (income) expense

Other (income) expense, net

Equity in losses of unconsolidated affiliates

Total other (income) expense, net

(Loss) income before income tax expense

Equity in (income) losses of unconsolidated affiliates

Other (income) expense, net

Income (loss) before income tax expense

Income tax (benefit) expense

Net (loss) income from continuing operations

Net (loss) income from discontinued operations

Net (loss) income attributable to noncontrolling interest

Net (loss) income attributable to eXp World Holdings, Inc.

Net income (loss) from continuing operations

Net income (loss) from discontinued operations

Net income (loss)

Earnings (loss) per share

Basic, net (loss) income from continuing operations

Basic, net (loss) income from discontinued operations

Basic, net (loss) income

Diluted, net (loss) income from continuing operations

Diluted, net (loss) income from discontinued operations

Diluted, net (loss) income

Basic, net income (loss) from continuing operations

Basic, net income (loss) from discontinued operations

Basic, net income (loss)

Diluted, net income (loss) from continuing operations

Diluted, net income (loss) from discontinued operations

Diluted, net income (loss)

Weighted average shares outstanding

Comprehensive (loss) income:

Net (loss) income

Comprehensive (loss) income attributable to noncontrolling interests

Net (loss) income attributable to eXp World Holdings, Inc.

Comprehensive income (loss):

Net income (loss)

Other comprehensive income (loss):

Foreign currency translation gain (loss), net of tax

Comprehensive (loss) income attributable to eXp World Holdings, Inc.

Comprehensive income (loss)

The accompanying notes are an integral part of these consolidated financial statements.

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Balance, beginning of period

Agent equity stock compensation

Balance, end of period

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Repurchases of common stock

Issuance of treasury stock, for acquisition

Balance, end of period

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Shares issued for stock options exercised

Agent growth incentive stock compensation

Agent equity stock compensation

Agent growth incentive stock-based compensation

Agent equity stock-based compensation

Stock option compensation

Balance, end of period

Accumulated (deficit) earnings:

Accumulated earnings (deficit):

Balance, beginning of period

Net (loss) income attributable to eXp World Holdings, Inc.

Dividends declared and paid

Net income (loss)

Dividends declared and paid ($ 0.05 per share of common stock)

Balance, end of period

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Equity in loss of unconsolidated affiliates

Agent growth incentive stock compensation expense

Agent growth incentive stock-based compensation expense

Stock option compensation

Agent equity stock compensation expense

Agent equity stock-based compensation expense

Deferred income taxes, net

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INVESTING ACTIVITIES

Purchases of property, plant, and equipment

Acquisition of business, net of cash acquired

Purchases of property and equipment

Purchase of business

Proceeds from sale of business

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Termination of lease obligation - operating lease

Issuance of treasury stock, for acquisition

Contingent consideration for disposition of business

Property, plant and equipment increase due to transfer of right-of-use lease asset

Property, plant and equipment purchases in accounts payable

Property and equipment purchases in accounts payable

The accompanying notes are an integral part of these consolidated financial statements.

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eXp World Holdings, Inc.

(collectively with its subsidiaries, the “Company” or “eXp”) was incorporated in the State of Delaware on July 30, 2008.

eXp owns and operates a diversified portfolio of service-based businesses whose operations benefit substantially from utilizing our enabling technology platform.

Specifically, we operate a cloud-based real estate brokerage in North America and other international locations, and related affiliated services that support the development and success of agents, entrepreneurs and businesses by leveraging innovative technologies and integrated services.

Our North American and international real estate brokerage is now one of the largest real estate brokerage companies, operating throughout the United States, all of the Canadian provinces, the U.K., Australia, South Africa, India, Mexico, Portugal, France, Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama, Germany, the Dominican Republic, Greece, New Zealand, Chile, Poland and Dubai.

The accompanying consolidated financial statements have been prepared in accordance with U.S.

(the “Company” or “eXp”) was incorporated in Delaware on July 30, 2008.

The Company operates a cloud-based real estate brokerage and related services supporting agents, brokers, and entrepreneurs across North America and international markets.

The accompanying consolidated financial statements are prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

GAAP”) and are expressed in U.S.

The Company’s fiscal year end is December 31.

In the first quarter of 2024, the Company determined that there was a significant change to the Virbela business model.

As our customers evolve post-COVID, including a return-to-work-offices, and in light of ongoing internal and external demand for web-accessible platforms and AI solutions, we experienced a decline in demand for our application-based platform, Virbela, the technology is being replaced with Virbela FrameVR.io technology that will be primarily utilized internally within the Company.

As a result of this change, the Company determined that Virbela qualified for reporting as discontinued operations.

In accordance with ASC 205 – Presentation of Financial Statements , any remaining assets and liabilities of Virbela will be presented within discontinued operations in the Company’s consolidated balance sheet and Virbela’s results of operations have been included in discontinued operations in the Company’s consolidated statements of comprehensive (loss) income.

During the fourth quarter of 2024, the Company completed the disposition of Virbela, the balance sheet was transferred to the purchaser of Virbela, and a loss of $ 266 was recognized.

Prior to 2024, Virbela represented an operating and reporting segment under ASC 280.

Beginning in the first quarter of 2024, the remaining operations of Virbela will not meet the operating or reporting segment criteria, therefore, any operating results related to FrameVR.io technologies will be included in the Other Affiliated Services segment.

Prior year financial statements and segment information have been reclassified to reflect Virbela as discontinued operations.

The Company evaluated the impact of discontinued operations on the consolidated statements of cash flows and determined that the changes were not material.

Accordingly, the prior-period cash flow statements have not been restated.

The cash flows of discontinued operations are included within the respective categories of operating, investing, and financing activities in the consolidated statements of cash flows.

The cash balances as of December 31, 2023 and December 31, 2022 include the cash held by the discontinued operations.

We report operating results through three reportable segments:

North American Realty, International Realty and Other Affiliated Services, as further discussed in Note 11 – Segment Information to the consolidated financial statements included elsewhere in this Annual Report.

GAAP”), expressed in U.S.

dollars, and the Company’s fiscal year ends on December 31.

The preparation of these consolidated financial statements and accompanying notes in conformity with U.S.

GAAP requires the use of management estimates.

The Company reports results through three segments:

North American Realty, International Realty, and Other Affiliated Services (see Note 10 – Segment Information to the consolidated financial statements included elsewhere in this Annual Report).

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The accompanying consolidated financial statements include the accounts of eXp World Holdings, Inc., its wholly-owned subsidiaries and entities in which we have a variable interest of which we are the primary beneficiary.

The consolidated financial statements include the accounts of eXp World Holdings, Inc., its wholly-owned subsidiaries, and entities in which the Company has a variable interest of which the Company is the primary beneficiary.

If the Company has a variable interest in an entity but it is not the primary beneficiary of the entity or does not exercise control over the operations and has less than 50% ownership, it will use the equity or cost method of accounting for investments.

Entities in which the Company has less than a 20% investment and where the Company does not exercise significant influence are accounted for under the cost method.

Intercompany transactions and balances are eliminated upon consolidation.

Variable interest entities (“VIEs”)

A company is deemed to be the primary beneficiary of a VIE and must consolidate the entity if the company has both:

(i) the power to direct a VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

We hold investments in certain equity securities that do not have readily determinable fair values and for which we do not exercise significant influence.

These investments qualify for and are accounted for using the measurement alternative under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 321, Investments – Equity Securities (“ASC 321”).

Joint ventures

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Joint ventures are accounted for using the equity method and are recognized initially at cost.

Joint ventures are typically included in the Other Affiliated Services unless the joint venture specifically supports one of the reportable segments.

Joint ventures are typically included in the Other Affiliated Services unless the joint venture specifically supports one of the other reportable segments.

Investments in Equity Securities

We hold investments in certain equity securities that do not have readily determinable fair values and for which we do not exercise significant influence.

These investments qualify for and are accounted for using the measurement alternative under ASC 321 .

Use of estimates

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The Company regularly evaluates estimates and assumptions related to allowance for credit losses, legal contingencies, income taxes, revenue recognition, stock-based compensation, goodwill and deferred income tax asset valuation allowances.

The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.

The actual results experienced by the Company may differ materially and adversely from the Company’s estimates.

To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Preparing financial statements under U.S.

GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures.

Key areas requiring estimates include credit losses, legal contingencies, income taxes, revenue recognition, stock-based compensation, goodwill, and deferred tax assets.

Management bases these estimates on current facts, historical experience, and other reasonable factors.

Actual results may differ materially and adversely from these estimates, which could affect future results of operations.

Reclassifications

When necessary, the Company will reclassify certain amounts in prior period financial statements to conform to the current period’s presentation.

The Company has reclassified Virbela operations as discontinued operations, and prior year financial statements and segment information have been reclassified to conform with current year presentation.

To more clearly present technology and development expenses, the Company elected to present all technology and development expenses as a separate line item on the consolidated statements of comprehensive (loss) income.

In 2023 and 2022, the Company presented technology and development expenses within general and administrative expenses and sales and marketing expenses.

These amounts have been reclassified, in conformity with the current year’s presentation of technology and development expenses on the consolidated statements of comprehensive (loss) income.

These reclassifications had no effect on the reported results of operations.

The Company maintains a consistent presentation across all periods presented.

Cash and cash equivalents

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Restricted cash

Restricted cash consists of cash held in escrow by the Company’s brokers and agents on behalf of real estate buyers.

The Company recognizes a corresponding customer deposit liability until the funds are released.

Once the cash is transferred from escrow, the Company reduces the respective customers’ deposit liability.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sum to the total of the same amounts shown on the statement of cash flows.

Restricted cash represents amounts held in escrow by the Company’s brokers and agents on behalf of real estate buyers.

These amounts are recorded as customer deposit liabilities until released, at which time the liability is reduced.

A reconciliation of cash, cash equivalents, and restricted cash to the amounts presented in the statement of cash flows is provided in the following table.

December 31, 2025

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Restricted cash

Cash in discontinued operations

Total cash, cash equivalents, and restricted cash

Fair value measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Financial assets are marked to bid prices, and financial liabilities are marked to offer prices.

Fair value measurements do not include transaction costs.

The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values.

Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The fair value hierarchy is defined into the following three categories:

Inputs are quoted market prices in active markets for identical assets or liabilities (these are observable market inputs).

Inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability (includes quoted market prices for similar assets or identical or similar assets in markets in which there are few transactions, prices that are not current or prices that vary substantially).

Inputs are unobservable inputs that reflect the entity's own assumptions in pricing the asset or liability (used when little or no market data is available).

The Company holds funds in a money market account.

The Company values its money market funds at fair value on a recurring basis.

Accounts receivable and allowance for expected credit losses

The Company is exposed to credit losses primarily through trade and other financing receivables arising from revenue transactions.

The Company uses the aging schedule method to estimate current expected credit losses (“CECL”) based on days of delinquency, including information about past events and current economic conditions.

The Company’s accounts receivable is separated into three categories to evaluate an allowance under the CECL impairment model.

The three categories include agent non-commission based fees, agent short-term advances and commissions receivable for real estate property settlements.

The Company increases the allowance for expected credits losses when the Company determines all or a portion of a receivable is uncollectable.

The Company recognizes recoveries as a decrease to the allowance for expected credit losses.

As of December 31, 2024 and 2023, receivables from real estate property settlements totaled $ 82,300 and $ 81,004 , respectively, of which the Company recognized expected credit losses of $ 34 as of December 31, 2024 and no credit losses as of December 31, 2023.

As of December 31, 2024 and 2023 agent non-commission based fees receivable and short-term advances totaled $ 6,980 and $ 7,268 , respectively of which the Company recognized expected credit losses of $ 1,555 and $ 2,204 , respectively.

The Company evaluates expected credit losses using an aging schedule and records an allowance when amounts are determined to be uncollectible.

As of December 31, 2025 and 2024, the Company recognized expected credit losses of $ 82 and $ 34 , respectively.

Foreign currency translation

The Company’s functional and reporting currency is the United States dollar, and the functional currency of the Company’s foreign subsidiaries is the local currency of their country of domicile.

Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.

Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction.

Average monthly rates are used to translate revenues and expenses.

Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the consolidated statements of comprehensive (loss) income, in other (income) expense, net.

The Company does not employ a hedging strategy to manage the impact of foreign currency fluctuations.

Fixed assets are stated at historical cost and are depreciated on the straight-line method over the estimated useful lives.

Useful lives are:

Computer hardware and software:

Furniture, fixtures and equipment:

Maintenance and repairs are expensed as incurred.

Expenditures that substantially increase an asset’s useful life or improve an asset’s functionality are capitalized.

The Company capitalizes the costs associated with developing its internal-use cloud-based residential real-estate transaction system.

Capitalized costs are primarily related to costs incurred in relation to internally created software during the application development stage including costs for upgrades and enhancements that result in additional functionality.

Leases are agreements, or terms within agreements, that convey the right to control the use of and receive substantially all of the economic benefit from an identified asset for a period of time in exchange for consideration.

The Company currently only possesses leases for short-term office space and other low-value assets .

Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to leases that have a lease term of 12 months or less from the commencement date and which do not contain a purchase option.

Lease payments on short-term leases and low-value leases are recognized as expenses on a straight-line basis over the lease term.

The Company’s functional reporting currency is the U.S.

The functional currency of each foreign subsidiary is its local currency, with monetary assets and liabilities translated at period-end exchange rates and non-monetary items at historical rates.

Revenues and expenses are translated at average monthly rates.

Translation gains and losses are included in other comprehensive income (loss).

The Company does not use hedging instruments to manage foreign currency risk.

Fixed assets are recorded at cost and depreciated on a straight-line basis over estimated useful lives, generally three to five years for computer hardware and software and five to seven years for furniture, fixtures, and equipment.

Maintenance and repairs are expensed as incurred, while expenditures that extend useful life or improve functionality are capitalized.

The Company also capitalizes eligible costs related to the development of internal-use software, including upgrades and enhancements.

Software development costs

The Company capitalizes software development costs related to products to be sold, leased, or marketed to external users and internal-use software.

Business combinations

The Company accounts for business combinations using the acquisition method of accounting, under which the consideration for the acquisition is allocated to the assets acquired and liabilities assumed.

The Company recognizes identifiable assets acquired and liabilities assumed at the acquisition date fair values as determined by management as of the acquisition date.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors.

These assumptions and estimates include projected revenues and income growth rates, terminal growth rates, competitive and consumer trends, market-based discount rates and other market factors.

If current expectations of future growth rates are not met or market factors outside of the Company’s control change significantly, then goodwill or intangible assets may become impaired.

Acquisition-related costs, such as due diligence, legal and accounting fees, are expensed as incurred and not considered in determining the fair value of the acquired assets.

Impairment of long-lived assets

The Company periodically evaluates the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review.

The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is less than its carrying value.

When assets are considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset.

Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved.

The Company reviews long-lived assets for impairment when events or changes in circumstances indicate that carrying amounts may not be recoverable.

If the expected undiscounted cash flows are less than the carrying value, the asset is written down to fair value.

Stock-based compensation

Our stock-based compensation is comprised of employee equity incentives, agent growth incentive programs, agent equity program, stock option awards and restricted stock units.

Stock-based compensation is more fully disclosed in Note 10 – Stockholders’ Equity .

The Company accounts for stock-based compensation granted to employees and non-employees using a fair value method.

Stock-based compensation awards are measured at the grant date fair value and are recognized over the requisite service period of the awards, usually the vesting period, on a straight-line basis, net of forfeitures.

The Company reduces stock-based compensation for forfeitures when they occur.

Recognition of compensation cost for an award with a performance condition is based on the probable outcome of that performance condition being met.

Stock-based compensation is measured at grant date fair value and recognized on a straight-line basis over the requisite service period, net of forfeitures.

Awards with performance conditions are recognized based on the probable outcome of those conditions.

Revenue recognition

The Company generates substantially all of its revenue from North American Realty and International Realty segments and generates a de minimis portion of its revenues from software subscription and professional services.

The Company generates a substantial portion of its revenue from North American Realty and International Realty segments and generates a de minimis portion of its revenues from its Other Affiliated Services segment.

The Company does not have contracts with customers that provide variable consideration.

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Revenue is derived from assisting homebuyers and sellers in listing, marketing, selling and finding residential real estate.

Commissions earned on real estate transactions are recognized at the completion of a residential real estate transaction once the Company has satisfied the performance obligation.

Commissions earned on real estate transactions are recognized at the completion of a residential real estate transaction

once the Company has satisfied the performance obligation.

Agent-related fees charged by the Company are recorded as a reduction to commissions and other agent-related costs.

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Sustainable Revenue Share Plan expenses

The Company has a revenue sharing plan where its agents and brokers can receive additional commission income from real estate transactions consummated by agents and brokers they have attracted to the Company.

Agents and brokers are eligible for revenue share based on the number of FLQA agents they have attracted to the Company.

An FLQA agent is an agent or broker that an agent has personally attracted to the Company who has met specific real estate transaction volume requirements.

These additional commissions are earned on a multitiered basis by FLQA agents and brokers for real estate transactions within their downstream brokerage network.

The supplementary income distributed to the sponsor under the Revenue Share Plan is exclusively derived from the Company's portion of the transaction commission.

The Company’s costs incurred under the Revenue Share Plan are included as commissions and other agent-related costs in the consolidated statements of comprehensive (loss) income.

The Company maintains a revenue share program that allows agents and brokers to earn additional income from real estate transactions closed by agents they have attracted to the Company, subject to defined qualification requirements.

Payments under the plan are funded from the Company’s portion of transaction commissions and are recorded as commissions and other agent-related costs in the consolidated statements of comprehensive income (loss).

Advertising and marketing costs

Advertising and marketing costs are generally expensed in the period incurred.

Advertising and marketing expenses are included in the sales and marketing expense line item on the accompanying consolidated statements of comprehensive (loss) income.

Advertising and marketing expenses are included in the sales and marketing expense line item on the accompanying consolidated statements of comprehensive income (loss).

For the years ended December 31, 2025, 2024 and 2023, the Company incurred advertising and marketing expenses of $ 10,555 , $ 11,908 and $ 12,056 , respectively.

The Company records income taxes using the asset and liability method.

Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities.

These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse.

The Company recognizes the effect on deferred income taxes of a change in tax rates in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized.

In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.

If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process whereby:

(i) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

Comprehensive (loss) income

The Company’s only components of comprehensive (loss) income are net (loss) income and foreign currency translation adjustments.

Earnings per share

Basic earnings (loss) per share is computed by dividing the net (loss) income for the period by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings (loss) per share is computed by dividing net (loss) income for the period by the weighted average number of shares of common stock outstanding plus, if potentially dilutive common shares outstanding during the period.

The Company has paid dividends in 2024, 2023 and 2022.

The Company does not have participating shares outstanding.

The Company accounts for income taxes using the asset and liability method.

Deferred tax assets and liabilities are recognized for temporary differences between financial reporting and tax basis of assets and liabilities, measured using enacted tax rates expected to apply when the differences reverse.

Deferred tax assets are recorded when realization is considered more likely than not, and a valuation allowance is established when necessary.

Uncertain tax positions are recognized when it is more likely than not that the position will be sustained, measured as the largest amount of benefit more than 50% likely to be realized upon settlement.

Comprehensive income (loss)

The Company’s only components of comprehensive income (loss) are net income (loss) and foreign currency translation adjustments.

Accounting pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position and results of operations.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 – Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40).

ASU 2024-03 requires disclosure in the notes to the financial statements, specified information about certain costs and expenses.

The amendment requires that at each interim and annual reporting period an entity:

1) Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization and (e) depreciation, depletion, and amortization recognized as part of oil-and-gas producing activities.

2) Include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements.

3) Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

4) Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

This amendment is effective for all public business entities for annual periods beginning after December 31, 2026, and interim reporting periods beginning after December 15, 2027.

The Company is currently evaluating the effect ASU 2024-03 will have on its disclosures.

The Company did not complete any material acquisitions during the years ended December 31, 2024 and 2023.

On July 1, 2022, the Company acquired Zoocasa Realty Inc.

in a stock purchase transaction.

The total consideration paid was $ 17,155 including net cash of $ 9,910 (net of cash acquired of $ 2,772 ), stock issued from treasury of $ 4,554 and a working capital adjustment.

The Zoocasa acquisition has been accounted for using the acquisition method of accounting.

The Company has adopted all new accounting standards currently in effect and does not believe that any recently issued standards will have a material impact on its financial statements.

In July 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-05 , which simplifies the application of the Current Expected Credit Loss (“CECL”) model for short-term assets.

The update provides a practical expedient allowing entities to assume that current economic conditions at the balance sheet date will remain constant over the remaining short life of accounts receivable and contract assets, rather than requiring complex macroeconomic forecasting.

This standard is effective for the Company beginning January 1, 2026, with early adoption permitted.

The adoption of this standard is expected to streamline the financial reporting process and eliminate the need for complex macroeconomic modeling on its short-term commission-related receivables.

In September 2025, the FASB issued ASU 2025-06 to modernize software cost accounting.

The amendments remove the traditional project stages to better align with agile and iterative development cycles.

Capitalization now begins when management authorizes the project and it is "probable to complete." The standard is effective for the Company for fiscal years beginning after

December 15, 2027, with early adoption permitted.

The Company anticipates that the adoption of this standard will better align its accounting for internal-use software with its agile development environment and while it is still evaluating the full impact, the update is expected to increase the level of judgment required in determining the commencement of capitalization and may result in a greater portion of development costs being expensed in the earlier stages of its technology projects.

In December 2025, the FASB issued ASU 2025-11 to improve the navigability of interim financial statement disclosures.

The update provides a centralized list of required interim disclosures and introduces disclosure principles requiring entities to report significant events occurring since the previous year end that have a material impact.

While the ASU clarifies what must be disclosed, it is not intended to significantly change existing reporting volume for SEC filers.

The standard is effective for the Company’s interim periods beginning January 1, 2028, and early adoption is permitted.

As a result, the Company expects the adoption this standard to enhance the consistency and navigability of its quarterly filings through the application of the new centralized disclosure framework, though it does not anticipate that the adoption of this update will have a material impact on its consolidated financial position or results of operations.

In December 2025, the FASB issued ASU 2025-12 as part of its ongoing project to clarify and correct various sections of the Accounting Standards Codification.

Key improvements in this update include clarifications on the calculation of diluted earnings per share (“EPS”) during loss periods and the accounting for treasury stock retirements.

The amendments are effective for the Company beginning January 1, 2027, and may be applied either prospectively or retrospectively depending on the specific issue within the update.

The Company is currently evaluating the impact of these clarifications on its reporting processes but expects that the adoption of this standard will primarily result in refined calculations of diluted EPS during periods of net loss and provide a more standardized approach to its treasury stock accounting without significantly altering its overall financial position.

DISCONTINUED OPERATIONS

In accordance with ASC 205-20 , the results of the Virbela business are presented as discontinued operations in the consolidated statements of comprehensive income and, as such, have been excluded from continuing operations.

Further, the Company reclassified the assets and liabilities of the Virbela segment as assets and liabilities of discontinued operations in the consolidated balance sheets.

In 2023, In accordance with ASC 205-20, the Company determined that Virbela was no longer continuing operations, and the results of the Virbela business have been presented as discontinued operations in the consolidated statements of comprehensive income (loss) and, as such, have been excluded from continuing operations.

In the fourth quarter of 2024, the Company completed the disposition of Virbela.

The following tables present the information for Virbela’s operations for the year ended December 31, 2024 and 2023, and the balance sheet information as of December 31, 2024 and December 31, 2023 (in thousands).

ASSETS AND LIABILITIES OF DISCONTINUED OPERATIONS

December 31, 2024

December 31, 2023

CURRENT ASSETS

Cash and cash equivalents

Accounts receivable, net of allowance for credit losses of $ 189 and $ 99 , respectively

Prepaids and other assets

TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS

Property, plant, and equipment, net

Intangible assets, net

Deferred tax assets

TOTAL ASSETS OF DISCONTINUED OPERATIONS

CURRENT LIABILITIES

Accounts payable

Accrued expenses

TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS

TOTAL LIABILITIES OF DISCONTINUED OPERATIONS

The following table presents the information for Virbela’s operations for the years ended December 31, 2024 and 2023 (in thousands).

INCOME STATEMENT OF DISCONTINUED OPERATIONS

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Total operating expenses

Operating (loss)

Other income, net

Total other income, net

(Loss) before income tax expense

Operating income (loss)

Other (income) expense

Other (income) expense, net

Total other (income) expense, net

Income (loss) before income tax expense

Income tax benefit (expense)

Net (loss) income from discontinued operations

Net income (loss) from discontinued operations

FAIR VALUE MEASUREMENT

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As of December 31, 2025 and 2024, the fair value of the Company’s money market funds was $ 12,397 and $ 38,344 , respectively.

There have been no transfers between Level 1, Level 2 and Level 3 in the periods presented.

The Company did not have any Level 2 or Level 3 financial assets or liabilities in the periods presented.

The Company holds investments in equity securities without readily determinable fair values, accounted for under the measurement alternative in accordance with ASC 321 .

As of December 31, 2025, the carrying value of these investments was $ 12,235 , reflecting an initial acquisition of $ 11,000 in the first quarter of 2025 and a subsequent capital contribution during the third and fourth quarter of 2025.

There were no transfers between levels of the fair value hierarchy, and the Company held no Level 2 financial instruments during the periods presented.

PREPAIDS AND OTHER ASSETS

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Total prepaid expenses

PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consisted of the following:

PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:

December 31, 2025

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accumulated depreciation

Depreciable property, net

Depreciable property and equipment, net

Assets under development

Property, plant, and equipment, net

Property and equipment, net

For the years ended December 31, 2025, 2024 and 2023, depreciation expense was $ 6,870 , $ 7,835 and $ 8,352 , respectively.

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Total goodwill

During the fourth quarter of 2024, as part of the Company’s annual goodwill impairment assessment, the Company determined that the goodwill associated with SUCCESS was impaired, as a result of the changing market conditions surrounding print media.

During the fourth quarter of 2023, as part of the Company’s annual goodwill impairment assessment, the Company determined that the goodwill associated with Virbela (included in discontinued operations), was impaired.

The Company recognized goodwill impairment charges of $ 2,386 and $ 8,248 for the years ended December 31, 2024 and 2023, respectively.

The Company performed its annual goodwill impairment testing in the fourth quarter of 2025 and 2024.

In 2024, the Company determined that the goodwill associated with SUCCESS ® was impaired.

The Company recognized goodwill impairment charge of $ 2,386 for the year ended December 31, 2024.

The Company has a risk of future impairment to the extent that individual reporting unit performance does not meet projections.

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As part of the Company’s annual assessment, the Company also reviews the useful lives of its amortizable intangible assets and determines if there should be any change to the amortization period.

In 2024, for amortizable intangible assets related to SUCCESS, the Company determined that customer relationships and content (included in Intellectual Property) should have been fully amortized as of December 31, 2024.

This assessment was based on the decline in the estimated fair value for each of those assets.

As a result, the Company recognized an impairment loss related to the net book value of the customer lists of $ 549 and content of $ 1,995 .

In 2023, for the amortizable assets related to the Virbela segment, the Company determined that the trade name and the customer relationships that were recognized as part of the acquisition, should be fully amortized as of December 31, 2023.

As a result, the Company recognized an impairment loss (included in discontinued operations) related the net book value of the trade name of $ 585 and customer relationships $ 370 .

In 2024, for amortizable intangible assets related to SUCCESS ® , the Company recognized an impairment loss related to the net book value of the customer lists of $ 549 and content of $ 1,995 .

In 2025, there was no impairment of goodwill or intangible assets , and there was no change to the useful lives of amortizable intangible assets.

ACCRUED EXPENSES

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STOCKHOLDERS’ EQUITY

Common Stock – As of December 31, 2024, our restated certificate of incorporation authorized us to issue 900,000,000 shares of common stock with a par value of $ 0.00001 per share.

The following table represents a reconciliation of the Company’s issued common stock shares for the periods presented:

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Shares issued for stock options exercised

Agent growth incentive stock compensation

Agent equity stock compensation

Agent growth incentive stock-based compensation

Agent equity stock-based compensation

Balance, end of period

The Company’s stockholder approved equity programs described below are administered under the 2024 Equity Incentive Plan, beginning in September 2024.

Prior to that time, the equity programs were administered under the 2015 Equity Incentive Plan which has since terminated.

The purpose of the equity plan is to retain the services of valued employees, directors, officers, agents and consultants and to incentivize such persons to make contributions to the Company and motivate excellent performance.

The Company declared and paid dividends of $ 0.05 quarterly in 2024, $ 0.045 in each of the first and second quarters of 2023, $ 0.05 in each of the third and fourth quarters of 2023, $ 0.040 in each of the first and second quarters of 2022 and $ 0.045 in each of the third and fourth quarters of 2022.

Dividends are declared at the discretion of the Board of Directors and are based on various factors, including the Company’s financial condition, results of operations, capital requirements, and market conditions.

The total cash dividends paid during each of these years were funded from available cash and were recorded as reductions to retained earnings.

The Company declared and paid dividends of $ 0.05 quarterly in 2025 and 2024.

The Company declared and paid dividends of $ 0.045 in each of the first and second quarters of 2023, $ 0.05 in each of the third and fourth quarters of 2023.

Dividends are declared at the discretion of the Board and are based on various factors, including the Company’s financial condition, results of operations, capital requirements, and market conditions.

The total cash dividends paid during each of these years were funded from available cash and were recorded as reductions to accumulated earnings (deficit).

2024 Equity Incentive Plan

The eXp World Holdings, Inc.

2024 Equity Incentive Plan (the “2024 Plan”) is a stockholder-approved plan that provides for broad-based equity grants to service providers, including employees, directors, agents, and consultants, and permits the granting of restricted stock units (“RSUs”), stock grants, performance-based awards, stock options and stock appreciation rights.

RSUs granted under the 2024 Plan generally vest over four years , based on continued services, and are settled upon vesting in shares of the Company’s common stock on a one-for-one basis.

All RSUs granted under the 2024 Plan have dividend equivalent rights, which entitle holders of RSUs to the same dividend value per share as holders of common stock.

A maximum of approximately 150 million shares were authorized for issuance pursuant to 2024 Plan awards at the time the plan was approved on May 13, 2024.

The Company’s stockholder approved equity programs described below are administered under the 2024 Plan, beginning in September 2024.

Prior to that time, the equity programs were administered under the eXp World Holdings, Inc.

2015 Equity Incentive Plan which has since terminated.

The purpose of the 2024 Plan is to retain the services of valued employees, directors, officers, agents and consultants and to incentivize such persons to make contributions to the Company and motivate excellent performance.

2015 Equity Incentive Plan

The eXp World Holdings, Inc.

2015 Equity Incentive Plan, as amended and restated (the “2015 Plan”), is a stockholder-approved plan that provided for broad-based equity grants to service providers, including employees, directors, agents, and consultants.

The 2015 Plan permitted the granting of the same types of equity awards with substantially the same terms as the 2024 Plan.

In the third quarter of 2024, the Company terminated the authority to grant new awards under the 2015 Plan.

Agent Equity Program (“AEP”)

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Awards typically vest after performance benchmarks are reached and three years of subsequent service is provided to the Company.

Share-based performance awards are based on a fixed-dollar amount of shares performance metrics are achieved.

Share-based performance awards are based on a fixed-dollar amount of shares once performance metrics are achieved.

As such, the awards are classified as liabilities until the number of share awards becomes fixed once the performance metric is achieved.

For the years ended December 31, 2025, 2024 and 2023, the Company’s stock compensation attributable to the AGIP was $ 37,222 , $ 36,998 and $ 43,178 , respectively.

The total amount of stock compensation attributable to liability classified awards was $ 2,251 , $ 3,832 and $ 2,056 for the years ended December 31, 2024, 2023 and 2022, respectively.

The amount of stock compensation attributable to liability classified awards was $ 2,736 , $ 2,251 and $ 3,832 for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, the total unrecognized compensation costs associated with these awards, where the performance metric has been achieved and the number of shares awarded are fixed, was $ 59,896 , which is expected to be recognized over a weighted-average period of approximately 2.02 years.

The following table illustrates changes in the Company’s stock compensation liability, included in accrued liabilities for the periods presented:

Stock grant liability balance at December 31, 2022

Balance, December 31, 2023

Stock grant liability increase year to date

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Balance, December 31, 2025

As of December 31, 2024, the Company had 7,959,572 unvested common stock awards and unrecognized compensation costs totaling $ 59,519 attributable to stock awards where the performance metric has been achieved and the number of shares awarded are fixed.

The cost is expected to be recognized over a weighted average period of 2.01 years.

The following table illustrates the Company’s stock activity for the Agent Growth Incentive Program for stock awards where the performance metric has been achieved for the following periods:

The following table illustrates the Company’s stock activity for the AGIP for stock awards where the performance metric has been achieved for the following periods:

Weighted Average

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Balance, December 31, 2025

Activity related to Other Restricted Stock Units (“RSUs”), which was previously included in the AGIP stock activity table for prior years, is now presented independently in the Other Restricted Stock Units section below.

Other Restricted Stock Units

RSUs may be granted to directors, officers, certain employees and consultants.

Each RSU represents the right to receive one share of the Company’s common stock upon vesting, subject to time-based and/or performance-based restrictions.

RSUs typically vest over a three-year period with equal and periodically graded vesting or cliff vesting, as applicable.

The fair value of RSUs granted is determined based on the closing market price of the Company's common stock on the grant date.

The total fair value of RSUs is recognized as stock-based compensation expense over the vesting period, with adjustments for estimated forfeitures.

For the years ended December 31, 2025, 2024 and 2023, the Company's stock compensation attributable to these RSUs was $ 1,142 , $ 267 and $ 0 , respectively .

As of December 31, 2025, the total unrecognized compensation costs associated with these RSUs was $ 2,877 , which is expected to be recognized over a weighted-average period of approximately 2.21 years.

The following table illustrates the Company’s RSU activity for the following periods:

Weighted Average

Balance, December 31, 2023

Vested and issued

Balance, December 31, 2024

Vested and issued

Balance, December 31, 2025

Stock Option Awards

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Intrinsic Value

Balance December 31, 2022

( 1,198,706 )

Balance at December 31, 2023

Balance at December 31, 2024

Balance at December 31, 2025

Exercisable at December 31, 2025

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As of December 31, 2025, unrecognized compensation cost associated with the Company’s outstanding stock options was $ 7,811 , which is expected to be recognized over a weighted-average period of approximately 0.75 years.

In addition to the core programs described above, the Company may grant other equity-based or ad hoc awards as needed to attract and retain employees, agents, or team leaders.

These awards are generally granted with time-based or performance-based vesting conditions, and the terms are determined based on the specific objectives of the grant.

To date, participation and grants of this variety have been limited .

Restricted Stock Units

Beginning in 2024, the Company granted restricted stock units (“RSUs”) to officers and certain employees and may grant them to directors and consultants in the future.

Each RSU represents the right to receive one share of the Company’s common stock upon vesting, subject to time-based and/or performance-based restrictions.

RSUs typically vest over a three -year period with equal and periodically graded vesting or cliff vesting, as applicable.

RSUs do not have an exercise price, and no payment is required by the grantee to receive the shares upon vesting.

The fair value of the RSUs granted is determined based on the closing market price of the Company's common stock on the grant date.

The total fair value of RSUs is recognized as stock-based compensation expense over the vesting period, with adjustments for estimated forfeitures.

For the year ended December 31, 2024, the Company granted 115,574 RSU’s with a weighted average grant date fair value of $ 13.00 .

As of December 31, 2024, the total unrecognized stock-based compensation expense associated with RSUs was $ 1,222 which is expected to be recognized over a weighted-average period of approximately 2.27 years.

Stock Repurchase Program

In December 2018, the Company’s Board of Directors (the “Board”) approved a stock repurchase program authorizing the Company to purchase up to $ 25.0 million of its common stock, which was later amended in November 2019 increasing the authorized repurchase amount to $ 75.0 million.

In December 2020, the Board approved another amendment to the repurchase

plan, increasing the total amount authorized to be purchased from $ 75.0 million to $ 400.0 million.

In May 2022, the Board approved an increase to the total amount of its buyback program from $ 400.0 million to $ 500.0 million.

In June 2023, the Board approved an increase to the total amount of its buyback program from $ 500.0 million to $ 1.0 billion.

Purchases under the repurchase program may be made in the open market or through a 10b5-1 plan and are expected to comply with Rule 10b-18 under the Exchange Act, as amended.

The timing and number of shares repurchased depends upon market conditions.

The repurchase program does not require the Company to acquire a specific number of shares.

The cost of the shares that are repurchased is funded from cash and cash equivalents on hand.

10b5-1 Repurchase Plan

The Company maintains an internal stock repurchase program with program changes subject to Board consent.

From time to time, the Company adopts written trading plans pursuant to Rule 10b5-1 of the Exchange Act to conduct repurchases on the open market.

On January 10, 2022, the Company and Stephens Inc.

entered into a form of Issuer Repurchase Plan (“Issuer Repurchase Plan”) which authorized Stephens to repurchase up to $ 10.0 million of its common stock per month.

On May 3, 2022, the Board approved a form of first amendment to the Issuer Repurchase Plan to increase monthly repurchases from $ 10.0 million of its common stock per month up to $ 20.0 million, which amendment was signed May 6, 2022.

On September 27, 2022, the Board approved and the Company entered into, a form of second amendment to the Issuer Repurchase Plan, to decrease the monthly repurchases from $ 20.0 million of its common stock per month to $ 13.3 million, in anticipation of volume decreases in connection with the contraction in the real estate market.

On December 27, 2022, the Board approved and the Company entered into, a form of third amendment to the Issuer Repurchase Plan, to decrease the monthly repurchases from $ 13.3 million of its common stock per month to $ 10.0 million, in connection with ongoing contractions in the real estate market.

On May 10, 2023, the Board approved and, on May 11, 2023, the Company entered into, a form of fourth amendment to the Issuer Repurchase Plan, to increase the monthly repurchase amounts during 2023 due to actual and projected changes in the Company’s cash and cash equivalents;

specifically, to permit purchases of up to:

(i) $ 17.0 million during May 2023, (ii) $ 22.0 million during June 2023, (iii) $ 18.67 million during any calendar month commencing July 1, 2023 through and including September 30, 2023, and (iv) $ 12.0 million during any calendar month commencing October 1, 2023 through and including December 31, 2023.

On June 26, 2023, the Board approved, and the Company entered into, a form of fifth amendment to the Issuer Repurchase Plan to increase the maximum aggregate buyback from $ 500.0 million to $ 1.0 billion in accordance with the repurchase program limit.

On November 17, 2023, the Board approved, and the Company entered into, a form of sixth amendment to the Issuer Repurchase Plan to reduce the monthly repurchase from (i) $ 12.0 million to $ 8.0 million during November 2023, (ii) from $ 12.0 million to $ 6.0 million during any calendar month commencing December 1, 2023 through and including June 30, 2024.

On March 5, 2024, the Board approved, and, on March 6, 2024, the Company entered into, a form of seventh amendment to the Issuer Repurchase Plan to increase the monthly repurchase from (i) $ 6.0 million to $ 20.0 million during any calendar month commencing March 1, 2024 through and including April 30, 2024, and (ii) from $ 6.0 million to $ 15.0 million during any calendar month commencing May 1, 2024 through and including December 31, 2024.

On June 19, 2024, the Board approved, and the Company entered into, a form of eighth amendment to the Issuer Repurchase Plan to decrease the monthly repurchase from (i) $ 15.0 million to $ 11.7 million during any calendar month commencing July 1, 2024 through and including September 30, 2024, and (ii) from $ 15.0 million to $ 8.3 million during any calendar month commencing October 1, 2024 through and including December 31, 2024.

On December 5, 2024, the Board approved, and the Company entered into, a form of ninth amendment to the Issuer Repurchase Plan to establish the monthly repurchase maximum as (i) $ 1.5 million during the calendar months commencing January 1, 2025 and ending February 28, 2025, (ii) $ 2.0 million during the calendar month commencing March 1, 2025 and ending March 31, 2025, (iii) $ 10.0 million during the calendar months commencing April 1, 2025 and ending June 30, 2025, (iv) $ 15.0 million during the calendar months commencing July 1, 2025 and ending October 31, 2025, and (v) $ 10.0 million during the calendar months commencing November 1, 2025 and ending December 31, 2025.

For accounting purposes, common stock repurchased under the stock repurchase programs is recorded based upon the settlement date of the applicable trade.

During 2025, the Company repurchased 5,840,961 shares of its common stock for $ 56.2 million.

The Company’s share repurchase program does not obligate the Company to acquire a minimum amount of shares and it limits the Company’s aggregate repurchases to $ 1.0 billion.

Under the programs, shares may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

For accounting purposes, common stock repurchased under the stock repurchase programs is recorded based upon the trade date of the applicable trade.

Such repurchased shares are held in treasury and are presented using the cost method.

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Forfeiture to treasury stock for acquisition

Issuance of treasury stock for acquisition

Balance, end of period

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Once operating segments are identified, the Company performs a quantitative analysis of the current and historic revenues and profitability for each operating segment, together with a qualitative assessment to determine if operating segments have similar operating characteristics.

We have three operating segments and three reportable segments.

The CODM uses revenues and Adjusted Segment EBITDA as key metrics to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions.

The Company has three operating segments and three reportable segments.

The CODM uses revenues, segment adjusted EBITDA, and operating income (loss) as key metrics to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions.

The CODM also regularly reviews commissions and other agent-related costs to assess segment performance.

Commissions and other agent-related costs include sales commissions, revenue share and stock-based compensation paid to our agents.

Adjusted Segment EBITDA for the reportable segments is defined as net income before depreciation and amortization, interest expense, income taxes, and other items that are not core to the operating activities of the Company.

The Company’s three reportable segments as follows:

Commissions and other agent-related costs include sales commissions, revenue share and stock-based compensation paid to the Company’s agents.

segment adjusted EBITDA for the reportable segments is defined as net income before depreciation and amortization, interest expense, income taxes, stock compensation expense, stock option expense, and other items that are not core to the operating activities of the Company.

The Company’s three reportable segments are as follows:

● North American Realty:

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● Other Affiliated Services:

includes our SUCCESS ® Magazine, FrameVR.io, and other ancillary ventures.

Historically, the Company has reported results for four reportable segments.

In the first quarter of 2024, the Company determined that the Virbela segment qualified for reporting as discontinued operations.

In prior years, Virbela represented an operating and reporting segment under ASC 280.

Prior years segment information has been reclassified to remove Virbela from the segment disclosure, in accordance with discontinued operations treatment.

The Company also reports corporate expenses, as further detailed below, as “Corporate and other” which include expenses incurred in connection with business development support provided to the agents as well as resources, including administrative, brokerage operations and legal functions.

All segments follow the same basis of presentation and accounting policies as those described in Footnote 2 – Summary of Significant Accounting Policies .

The following table provides information about the Company’s reportable segments and a reconciliation of the total segment Revenues to consolidated Revenues and Adjusted Segment EBITDA to the consolidated operating profit (in thousands).

includes SUCCESS ® Magazine and other ancillary ventures.

The Company also reports corporate expenses, as further detailed below, as “Corporate expenses and other” which include expenses incurred in connection with business development support provided to the agents as well as resources, including administrative, brokerage operations and legal functions.

All segments follow the same basis of presentation and accounting policies as those described in Note 2 – Summary of Significant Accounting Policies .

The following table provides information about the Company’s reportable segments and a reconciliation of the total segment Revenues to consolidated Revenues.

Financial information for the comparable prior periods presented have been revised to conform with the current year presentation.

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Other Affiliated Services

Revenues reconciliation:

Commissions reconciliation:

Segment eliminations

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Consolidated adjusted EBITDA

(Loss) income before income tax expense reconciliation:

Income (loss) before income tax expense reconciliation:

Depreciation and amortization expense

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Litigation contingency

Stock compensation expense

Stock-based compensation expense

Stock option expense

Other (income) expense, net

Consolidated (loss) income before income tax expense

Consolidated income (loss) before income tax expense

Operating Income (Loss)

Year Ended December 31,

North American Realty

International Realty

Other Affiliated Services

Segment Operating Income (Loss)

Corporate expenses and other

Consolidated Operating Income (Loss)

December 31, 2025

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EARNINGS PER SHARE

Basic earnings per share is computed based on the Company’s net income divided by the basic weighted-average shares outstanding during the period.

Basic earnings (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the year.

Dilutive earnings per share is computed consistently with the basic computation while giving effect to all dilutive potential common shares and common share equivalents that were outstanding during the period.

The Company uses the treasury stock method to reflect the potential dilutive effect of unvested stock awards and unexercised options.

The following table sets forth the calculation of basic and diluted earnings per share attributable to common stock during the periods presented:

The following table sets forth the calculation of basic and diluted earnings per share attributable to common stock during the years presented:

Year Ended December 31,

Net (loss) income from continuing operations

Net (loss) income from discontinued operations

Net income (loss) from continuing operations

Net income (loss) from discontinued operations

Net income (loss)

Weighted average shares - basic

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Earnings per share:

Net (loss) income from continuing operations per share - basic

Net (loss) income from discontinued operations per share - basic

Net (loss) income from continuing operations per share - diluted

Net (loss) income from discontinued operations per share - diluted

Net income (loss) from continuing operations per share - basic

Net income (loss) from discontinued operations per share - basic

Net income (loss) per share - basic

Net income (loss) from continuing operations per share - diluted

Net income (loss) from discontinued operations per share - diluted

Net income (loss) per share - diluted

For the years ended December 31, 2025, 2024 and 2023, total outstanding shares of common stock excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive were 3,419,590 , 3,698,061 and 820,376 , respectively.

Provision for Income Taxes and Effective Tax Rate

The following table provides the components of income (loss) before provision for income taxes from continuing operations by domestic and foreign subsidiaries:

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Total income tax (benefit) expense from continuing operations

The reconciliation of the provision for income tax (benefit) expense from continuing operations at the United States federal statutory rate compared to the Company's income tax (benefit) expense as reported is as follows, with reconciling items for all periods presented disaggregated by nature and jurisdiction in accordance with the retrospective adoption of ASU 2023-09, Improvements to Income Tax Disclosures , effective January 1, 2025:

Year Ended December 31,

Statutory tax rate

Permanent differences

Research & development credit

Unrecognized tax benefit

Federal Statutory Tax Rate

State and Local Income Taxes, Net of Federal Effect (a)

Foreign Tax Effects

Foreign Rate Differential

Stock Based Compensation

162m compensation limitation

Foreign tax rate differential

Valuation allowance

Prior year true up items

The company has restated prior year amounts to remove amounts from discontinued operations.

Adjustment to Deferred Tax Assets

Other Foreign Jurisdictions

Effect of Changes in Tax Laws or Rates

Effect of Cross-Border Tax

Research and Development Tax Credit

Change of Valuation Allowance

Nontaxable or Nondeductible Items

Fines/Penalties

Non-deductible Legal Settlement

Stock Compensation

Changes in Unrecognized Tax Benefits

Effective Tax Rate

(a) State taxes in Texas and California made up the majority (greater than 50 percent) of the tax effect in this category

The following table provides the income taxes paid, net of refunds received, disaggregated by federal, state, and foreign jurisdictions in accordance with ASU 2023-09:

Year Ended December 31,

Income taxes paid (net of refunds) exceeded 5% of total income taxes paid (net of refunds) in the following jurisdictions:

Year Ended December 31,

The Company has adjusted prior year amounts to remove amounts from discontinued operations.

Deferred tax assets and liabilities from continuing operations consist of the following for the periods presented:

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Net operating loss carryforward

Research and experimental costs

Stock-based compensation

Accruals and Reserves

Goodwill and Intangibles

Research and Experimental Costs

Research and Development Credit

Goodwill and intangible assets

Share-based compensation

Total gross deferred tax assets

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Deferred tax liabilities:

Property, plant and equipment

Property and equipment

Total gross deferred tax liabilities

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This assessment considers matters such as future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.

The evaluation of the recoverability of the deferred tax assets requires that the Company weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax assets will not be

The weight given to the evidence is commensurate with the extent to which it can be objectively verified.

As of December 31, 2024, based on its assessment of the realizability of its net deferred tax assets, we reached the conclusion that our US federal, and foreign net deferred tax assets more-likely-than-not will be fully realized, however certain US State deferred tax assets will likely not be fully realized.

A valuation allowance of $ 0.2 million was recorded in the current year to reflect the portion of net deferred tax assets that are likely to not be fully realized.

As of December 31, 2024, the Company had federal, state and foreign net operating losses of approximately $ 92.2 million, $ 66.3 million and $ 12.7 million, respectively.

The full amount of $ 92.2 million of federal net operating loss can be carried forward indefinitely and can offset 80% of future taxable income.

As of December 31, 2025, based on its assessment of the realizability of its net deferred tax assets, the Company concluded that its U.S.

federal, and the majority of its foreign net deferred tax assets will more-likely-than-not be fully realized, however certain U.S.

State and foreign deferred tax assets will likely not be fully realized.

As of December 31, 2025, the Company had federal, state and foreign net operating losses of approximately $ 110.9 , $ 84.8 and $ 11.3 , respectively.

The full amount of $ 110.9 of federal net operating loss can be carried forward indefinitely and can offset 80% of future taxable income.

Certain state net operating losses will carry forward for a limited number of years and, if not utilized, may begin to expire in 2031.

As of December 31, 2025, the Company determined that $ 14.5 of state net operating loss (“NOL”) will likely expire and recorded $ 0.3 of valuation allowance.

Certain foreign net operating losses will carry forward for a limited number of years and, if not utilized, will begin to expire in 2029.

As of December 31, 2025, the Company determined that $ 1.0 of foreign NOL will likely expire and recorded $ 0.2 million of valuation allowance.

The Company conducted an IRC Section 382 analysis with respect to its net operating loss carryforward and determined there was an immaterial limitation.

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Upon distribution of those earnings, the Company would be subject to withholding taxes payable to various foreign countries.

As of December 31, 2024 the undistributed earnings of the Company's foreign subsidiaries could result in withholding taxes of approximately $ 1.2 million, if repatriated.

As of December 31, 2024, the Company had federal and California Research and Development credit carryforwards of approximately $ 7.0 million and $ 0.6 million, respectively.

As of December 31, 2025 the undistributed earnings of the Company's foreign subsidiaries could result in withholding taxes of approximately $ 1.2 , if repatriated.

As of December 31, 2025, the Company had federal and California Research and Development credit carryforwards of approximately $ 6.3 and $ 0.8 , respectively.

The federal credit can be carried forward 20 years and will begin to expire in 2039.

The California credit can be carried forward indefinitely.

Uncertain Tax Positions

The Company maintains liabilities for uncertain tax positions.

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Unrecognized tax benefits - end of year

The unrecognized tax benefits relate to federal and California research and development credits generated from 2019 through 2024.

The unrecognized tax benefits relate to federal and California R&D credits are generated from 2019 through 2025.

The total amount of unrecognized tax benefits that would affect the Company's effective tax rate, if recognized, is $ 2,401 and $ 2,573 at December 31, 2025 and 2024, respectively.

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Because the Company has net operating loss carryforwards, there are open statutes of limitations in which federal taxing authorities may examine the Company's tax returns for all years from December 31, 2012 through the current period.

US State taxing authorities may examine the Company's tax returns for all years from December 31, 2014 through the current period and foreign tax authorities may examine the Company’s tax returns for all years from December 31, 2019 through the current period.

State taxing authorities may examine the Company's tax returns for all years from December 31, 2015 through the current period and foreign tax authorities may examine the Company's tax return for all years from December 31, 2020 through the current period.

The Company is subject to a wide variety of tax laws and regulations across the jurisdictions where it operates.

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or international tax reform legislation could result in an impact to the Company's effective tax rate.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into U.S.

In accordance with ASC 740, the Company evaluated the impact of the legislation on its financial statements, including potential changes to deferred tax assets and liabilities, and the effective tax rate.

The Company determined that OBBBA did not have a material impact on its consolidated financial statements.

The Company continues to monitor the Base Erosion and Profit Shifting (BEPS) Integrated Framework provided by the Organization for Economic Co-operation and Development (OECD) including the legislative adoption of Pillar I and II by countries, and all other tax regulatory changes, to evaluate the potential impact on future periods.

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Contingencies

From time to time, the Company is subject to potential liability under laws and government regulations and various claims and legal actions that may be asserted against us that could have a material adverse effect on the business, reputation, results of operations or financial condition.

Such litigation may include, but is not limited to, actions or claims relating to sensitive data,

including proprietary business information and intellectual property and that of clients and personally identifiable information of employees and contractors, cyber-attacks, data breaches and non-compliance with contractual or other legal obligations.

The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business and that have not been fully resolved.

The outcome of litigation is inherently uncertain.

In the opinion of management, and except as set forth below, there was not at least a reasonable possibility the Company may have incurred a material loss, or a material loss greater than a recorded accrual, concerning loss contingencies for asserted legal and other claims.

Litigation and other legal matters are inherently unpredictable and subject to substantial uncertainties and adverse resolutions could occur.

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antitrust lawsuit 1925 Hooper LLC, et al.

The National Association of Realtors et.

al., Case No.

1:23-cv-05392- SEG (United States District Court for the Northern District of Georgia, Atlanta Division), which was filed on November 22, 2023 against the Company and other US brokerage defendants (the “Hooper Action”).

The Settlement resolve all claims set forth in the Hooper Action, and similar claims on a nationwide basis against the Company (collectively, the “Claims”) and releases the Company, its subsidiaries and affiliates, and their independent contractor real estate agents in the United States from the Claims.

By the terms of the Settlement, the Company agreed to make certain changes to its business practices and to pay a total settlement amount of $ 34,000 (the “Settlement Amount”) into a qualified settlement escrow fund (the “Settlement Fund”).

The Settlement Amount is expected to be deposited into the Settlement Fund in installments, of which 50 % of the settlement (or $ 17,000 ) will be deposited into the Settlement Fund within thirty business days after preliminary court approval of the Settlement and the final 50 % (for $ 17,000 ) being deposited on or before the one-year anniversary of initial settlement payment.

The Company intends to use available cash to pay the Settlement Amount.

Management has determined that a $ 34.0 million loss is probable and have included a $ 34.0 million litigation contingency accrual recorded for the year ended December 31, 2024.

While management has determined that loss in excess of the accrual is reasonably possible, it is currently unable to reasonably estimate the possible additional loss or range of possible additional loss because, among other reasons, (i) the settlement is subject to court approval and appeals processes, (ii) further developments in the legal proceedings, including but not limited to motions, or rulings, could impact the Company's exposure, or (iii) potential changes in law or precedent could affect the final determination of liability .

The Settlement remains subject to preliminary and final court approval and will become effective following any appeals process, if applicable.

The National Association of Realtors et al., Case No.

1:23-cv-05392- SEG (United States District Court for the Northern District of Georgia, Atlanta Division), which was filed on November 22, 2023 against the Company and other U.S.

brokerage defendants (the “Hooper Action”).

The Settlement resolves all claims set forth in the Hooper Action and similar claims on a nationwide basis against the Company (collectively, the “Claims”) and releases the Company, its subsidiaries and affiliates, and their independent contractor real estate agents in the U.S.

from the Claims.

By the terms of the Settlement, the Company agreed to make certain changes to

its business practices and to pay a total settlement amount of $ 34.0 million (not in thousands) (the “Settlement Amount”) into a qualified settlement escrow fund (the “Settlement Fund”).

The Settlement Amount is expected to be deposited into the Settlement Fund in installments, of which 50 % of the settlement (or $ 17.0 million (not in thousands)) is to be deposited into the Settlement Fund within 30 business days after preliminary court approval of the Settlement and the final 50 % (or $ 17.0 million (not in thousands)) is to be deposited on or before the one-year anniversary of the initial settlement payment.

On May 23, 2025, the United States District Court for the Northern District of Georgia granted preliminary approval of the Settlement.

In accordance with the Settlement terms, the Company funded the first $ 17.0 million (not in thousands) installment into the Settlement Fund during the fiscal quarter ended June 30, 2025.

The Company intends to use available cash to pay the remaining Settlement Amount.

While management has determined that loss in excess of the Settlement Amount is reasonably possible, it is currently unable to reasonably estimate the possible additional loss or range of possible additional loss because, among other reasons, (i) the settlement is subject to court approval and appeals processes, (ii) further developments in the legal proceedings, including but not limited to motions or rulings, could impact the Company’s exposure;

and/or (iii) potential changes in law or precedent could affect the final determination of liability.

The Settlement remains subject to final court approval and will become effective following any appeals process, if applicable.

The Settlement and any actions taken to carry out the Settlement are not an admission or concession of liability, or of the validity of any claim, defense, or point of fact or law on the part of any party.

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The Company entered into the Settlement after considering the risks and costs of continuing the litigation.

The Company continues to vigorously defend against the claims in Canadian antitrust lawsuit Kevin McFall v.

The Company continues to vigorously defend against the claims in the Canadian putative class action antitrust lawsuit Kevin McFall v.

Canadian Real Estate Association, et al., Case No.

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Management is currently unable to reasonably estimate the possible loss or range of possible loss for the Canadian antitrust litigation because, among other reasons, (i) the proceeding is in preliminary stages, (ii) specific damage amounts have not been sought, (iii) damages sought are, in our opinion, unsupported and/or exaggerated, (iv) there are significant factual issues to be resolved;

or (v) there are novel legal issues or unsettled legal theories presented.

and/or (v) there are novel legal issues or unsettled legal theories presented.

For the Canadian antitrust litigation, we have not recorded any accruals as of December 31, 2025.

While the Company does not expect such litigation to have a material adverse effect on our business, results of operations, cash flows or financial condition, due to the complexities inherent in such litigation, including the uncertainty of legal processes and potential developments in the cases, the ultimate liability may differ.

Derivative Litigation

Certain current and former directors and officers of the Company were named as defendants, and the Company was named as a nominal defendant, in a derivative lawsuit in the Court of Chancery of the State of Delaware, first filed on September 25, 2024, entitled Los Angeles City Employees’ Retirement System, on behalf of eXp World Holdings, Inc.

Glenn Sanford, et.

Glenn Sanford, et al.

2024-0998-KSJM).

with the Company’s subsidiaries and that certain defendants had improper compensation arrangements allowing them to profit from the Company’s revenue share program in connection therewith.

The lawsuit alleges that certain current and former directors and officers breached fiduciary duties related to the Company’s response to reports of alleged sexual misconduct involving independent contractor real estate agents affiliated with the Company’s subsidiaries and that certain defendants had improper compensation arrangements allowing them to profit from the Company’s revenue share program in connection therewith.

The complaint seeks a court declaration of fiduciary duty breaches, disgorgement of profits, damages with interest, injunctive relief for improved oversight of sexual misconduct allegations, and reimbursement of plaintiffs’ costs, including expert and attorney fees.

Although the Company does not anticipate that the outcome of such litigation will have a material adverse effect on its business, results of operations, cash flows, or financial condition, the inherent complexities and uncertainties of legal proceedings may result in a liability that differs from current expectations.

Management is currently unable to reasonably estimate the possible loss or range of possible loss for this matter because, among other reasons, (i) the proceeding is in preliminary stages, (ii) specific damage amounts have not been sought, (iii) there are significant factual issues to be resolved;

or (iv) there are novel legal issues or unsettled legal theories presented.

Management is currently unable to reasonably estimate the possible loss or range of possible loss for this matter because, among other reasons, (i) the proceeding is progressing through preliminary stages, (ii) specific damage amounts have not been sought, (iii) there are significant factual issues to be resolved;

and/or (iv) there are novel legal issues or unsettled legal theories presented.

Capital Maintenance Agreements

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In connection with the Credit Agreements, the Company has entered into Capital Maintenance Agreements with each of JPMorgan Chase Bank and Texas Capital Bank whereby the Company agrees to provide certain funds necessary to ensure that SUCCESS ® Lending is at all times in compliance with its financial covenants under the Credit Agreements.

The Company’s capital commitment liability under the Capital Maintenance Agreement with JPMorgan Chase Bank is limited to $ 2.0 million.

The Company’s capital commitment

liability under the Capital Maintenance Agreement with JPMorgan Chase Bank is limited to $ 2.0 million.

The Company’s capital commitment liability under the Capital Maintenance Agreement with Texas Capital Bank is limited to $ 1.25 million.

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Quarterly Cash Dividend

On February 14, 2025 , our Board of Directors approved a cash dividend of $ 0.05 per common share expected to be paid on March 19, 2025 to stockholders of record on March 4, 2025 .The ex-dividend date is expected to be on or around March 3, 2025.

On February 10, 2026 , the Board approved a cash dividend of $ 0.05 per common share expected to be paid on March 27, 2026 to stockholders of record on March 9, 2026 .The ex-dividend date is expected to be on or around March 6, 2026.

The dividend will be paid in cash.

Segment change

Subsequent to December 31, 2024, the Company’s CODM began managing the FrameVR.io business as part of the North American Realty segment.

As a result, in the first quarter of 2025, the Company reclassified FrameVR.io from the Other Affiliated Services segment to the North American Realty segment to align with this change in management approach.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data