What changed in this filing

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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-20 · 31 added, 51 removed, 134 unchanged (38% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of our Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of December 31, 2024.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of December 31, 2025.

The term “disclosure controls and procedures” means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation, the Company’s management has concluded that our disclosure controls and procedures are effective as of December 31, 2024 to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S.

Based on the evaluation, the Company’s management has concluded that the Company’s disclosure controls and procedures are effective as of December 31, 2025 to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of its financial statements for external reporting purposes in accordance with U.S.

generally accepted accounting principles.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Our management, including our Chief Executive Officer and Principal Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

The Company’s management, including its Chief Executive Officer and Principal Financial Officer, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025.

In making its evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013).

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.

Deloitte and Touche LLP, our independent registered public accounting firm, has issued an attestation report on the effectiveness of our internal control over financial reporting, which is included below.

Deloitte and Touche LLP, the Company’s independent registered public accounting firm, has issued an attestation report on the effectiveness of its internal control over financial reporting, which is included below.

Changes in Internal Control Over Financial Reporting

There were no material changes in our internal control over financial reporting that occurred during the year ended December 31, 2024 that have materially affected, or are reasonably believed to be likely to materially affect, our internal control over financial reporting.

There were no material changes in the Company’s internal control over financial reporting that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably believed to be likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including the Principal Executive Officer, the Principal Financial Officer and the Principal Accounting Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and fraud.

The Company’s management, including the Principal Executive Officer, the Principal Financial Officer and the Principal Accounting Officer, does not expect that the Company’s disclosure controls and procedures or its internal control over financial reporting will prevent or detect all errors and fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

34 unchanged sentences

Insider Trading Arrangements

During the quarter ended December 31, 2024, no directors of officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408 of Regulation S-K.

During the quarter ended December 31, 2025, no directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Company has a written Code of Business Conduct and Ethics that applies to that applies to all Company personnel, including directors, officers, employees, and other covered persons .

Our Code of Business Conduct and Ethics is available in the governance subsection of our website, www.expworldholdings.com and is available in print upon written request to the Corporate Secretary, eXp World Holdings, Inc., 2219 Rimland Drive, Suite 301, Bellingham, WA 98226.

In the event that we make changes in, or provide waivers from, the provisions of the Code of Business Conduct and Ethics that the SEC requires us to disclose, we will disclose these events in the corporate governance section of our website.

Information contained on our website is not incorporated by reference into this Annual Report.

The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons.

The Company also follows procedures for the repurchase of its securities.

The Company believes that its insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report.

The other information required by this Item will be included in the Company’s definitive proxy statement to be filed with the SEC within 120 days after December 31, 2025, in connection with the solicitation of proxies for the Company’s 2026 annual meeting of stockholders (the “2026 Proxy Statement”) and is incorporated herein by reference.

5 unchanged sentences

The information required by this Item will be included in the 2026 Proxy Statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item will be included in the 2026 Proxy Statement and is incorporated herein by reference.

1 unchanged sentence

(a)(1) Financial Statements.

See Consolidated Financial Statements in Part II, Item 8.

See Consolidated Financial Statements in Part II, Item 8 of this Annual Report.

(a)(2) Financial Statements Schedule.

8 unchanged sentences

Description of Securities

Issuer Repurchase Plan, dated January 10, 2022, by and between eXp World Holdings, Inc.

and Stephens Inc.

(“Stock Repurchase Plan”)

First Amendment to eXp World Holdings, Inc.

Stock Repurchase Plan

Second Amendment to eXp World Holdings, Inc.

Stock Repurchase Plan

Third Amendment to eXp World Holdings, Inc.

Stock Repurchase Plan

Fourth Amendment to eXp World Holdings, Inc.

Stock Repurchase Plan

Fifth Amendment to eXp World Holdings, Inc.

Stock Repurchase Plan

Sixth Amendment to eXp World Holdings, Inc.

Stock Repurchase Plan

Seventh Amendment to eXp World Holdings, Inc.

Stock Repurchase Plan

Eighth Amendment to eXp World Holdings, Inc.

Stock Repurchase Plan

Ninth Amendment to eXp World Holdings, Inc.

Stock Repurchase Plan

Form of eXp Realty, LLC Independent Contractor Agreement

1 unchanged sentence

Form of 2024 Agent Equity Program Participation Election Form

Separation and Release of Claims Agreement, dated March 20, 2024, by and between eXp Realty, LLC and Shoeb Ansari

Offer Letter, dated as of March 12, 2019, by and between eXp Realty, LLC and James (Jim) Bramble

Offer Letter, dated as of March 6, 2020, by and between eXp Realty, LLC and Jian (Kent) Cheng

Offer Letter, dated as of May 21, 2022, by and between eXp Realty, LLC and Leonardo (Leo) Pareja

Description of Compensation Terms with Chief Financial Officer, effective as of June 30, 2025, by and between eXp World Holdings, Inc.

and Jesse Hill

Offer Letter, dated as of March 6, 2020, by and between eXp Realty, LLC and Jian (Kent) Cheng

Offer Letter amendment, by and between Kent Cheng and eXp World Holdings, dated as of March 5, 2025

Form of Notice of Restricted Stock Unit Grant (2015 Equity Incentive Plan)

2024 Equity Incentive Plan of eXp World Holdings, Inc.

Form of Notice of Stock Option Grant (2024 Equity Incentive Plan)

Form of Notice of Restricted Stock Unit Grant (2024 Equity Incentive Plan)

Settlement Agreement, dated December 9, 2024, by and among eXp World Holdings, Inc.

and its subsidiaries, eXp Realty, LLC, eXp Realty of California, Inc., eXp Realty of Southern California, Inc., eXp Realty of Greater Los Angeles, Inc., and eXp Realty of

Incorporated by Reference

Exhibit Number

Exhibit Description

Northern California, Inc.

and its subsidiaries, eXp Realty, LLC, eXp Realty of California, Inc., eXp Realty of Southern California, Inc., eXp Realty of Greater Los Angeles, Inc., and eXp Realty of Northern California, Inc.

and Plaintiffs 1925 Hooper LLC, Robert J.

6 unchanged sentences

Certification of the Chief Executive pursuant to Rule 13a ‑ 14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Accounting Officer (Principal Financial Officer) pursuant to Rule 13a ‑ 14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Incorporated by Reference

Exhibit Number

Exhibit Description

Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a ‑ 14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Accounting Officer (Principal Financial Officer) pursuant to 18 U.S.C.

Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

18 unchanged sentences

February 24, 2026

/s/ Kent Cheng

Chief Accounting Officer (Principal Financial Officer)

/s/ Jesse Hill

Chief Financial Officer (Principal Financial Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Glenn Sanford and Kent Cheng, severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Glenn Sanford and Jesse Hill, severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

4 unchanged sentences

(Principal Executive Officer)

/s/ KENT CHENG

Chief Accounting Officer

/s/ JESSE HILL

Chief Financial Officer

February 24, 2026

19 unchanged sentences

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 9A. Controls and Procedures