What changed in this filing

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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-28 · 60 added, 56 removed, 137 unchanged (46% of the section changed)

6 unchanged sentences

generally accepted accounting principles.

Changes in Internal Control Over Financial Reporting

On April 1, 2022, we replaced our Intacct cloud-based resource planning (“ERP”) system to a hosted, cloud-based Oracle ERP system (“Oracle”).

The change to the new Oracle ERP is reasonably likely to have a material effect on the Company’s internal control over financial reporting.

In connection with the Oracle implementation, we performed pre-implementation planning, design and testing of internal controls that became effective in the second quarter of 2022.

We continue to conduct post-implementation monitoring and process modifications throughout the year in order to maintain effective internal control over financial reporting.

There were no other material changes other than the above-mentioned new Oracle ERP implementation in our internal control over financial reporting that occurred during the year ended December 31, 2022 that have materially affected, or are reasonably believed to be likely to materially affect, our internal control over financial reporting.

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(e) and 15d-15(e) under the Exchange Act).

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 Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023.

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Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023.

Our independent auditor, Deloitte and Touche LLP, an 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, 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.

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, 2022 that have materially affected, or are reasonably believed to be likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 28, 2023, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 22, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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OTHER INFORMATION

Insider Trading Arrangements

During the three months ended December 31, 2023, 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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We have adopted a written Code of Business Conduct and Ethics that applies to all directors, officers and employees, including our principal executive officers and senior financial officers.

We have adopted a written Code of Business Conduct and Ethics that applies to all directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, and senior financial officers.

Our Code of Business Conduct and Ethics is available in the corporate governance subsection of the investor relations section 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 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, 2022, in connection with the solicitation of proxies for the Company’s 2023 annual meeting of shareholders (the “2023 Proxy Statement”) and is incorporated herein by reference.

Information contained on our website is not incorporated by reference into 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, 2023, in connection with the solicitation of proxies for the Company’s 2024 annual meeting of stockholders (the “2024 Proxy Statement”) and is incorporated herein by reference.

EXECUTIVE COMPENSATION

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Securities Authorized for Issuance under Equity Compensation Plans

The following table summarizes certain information regarding our equity compensation plan as of December 31, 2022:

The following table summarizes information as of December 31, 2023, regarding shares of our common stock that may be issued under the Company’s equity compensation plan, consisting of our 2015 Equity Incentive Plan:

Plan Category

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Equity compensation plans approved by security holders (1)(2)

Equity compensation plans not approved by security holders

Other information required by this item will be included in the 2023 Proxy Statement and is incorporated herein by reference.

(1) The 2015 Equity Incentive Plan provides for an automatic increase in the number of shares reserved for issuance thereunder on December 1 of each calendar year commencing on December 1, 2019, and ending on (and including) December 1, 2024, in an amount equal to the lesser of (a) three percent (3%) of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or (b) the number of shares of common stock repurchased by the Company pursuant to any issuer repurchase plan then in effect;

provided that the Board of Directors may act prior to December 1 of a given year to provide that there will be no share increase for such year or that the increase for such year will be a lesser number of shares than otherwise provided in clause (a) or (b).

(2) The weighted average exercise price includes restricted stock unit awards that can be exercised for no consideration.

The weighted average exercise price excluding these restricted stock unit awards is $6.84.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1) Financial Statements

See Consolidated Financial Statements in Item 8

(a)(1) Financial Statements.

See Consolidated Financial Statements in Part II, Item 8.

(a)(2) Financial Statements Schedule.

All other schedules have been omitted because they are inapplicable, not required or because the information is given in the Consolidated Financial Statements or notes thereto.

This supplemental schedule should be read in conjunction with the Consolidated Financial Statements and notes thereto included in this report.

All other schedules have been omitted because they are inapplicable, not required or because the information is presented in the Consolidated Financial Statements or notes thereto.

(a)(3) Exhibits.

The exhibits listed in the Exhibit Index immediately below are filed as part of this Annual Report or are incorporated herein by reference.

Incorporated by Reference

Exhibit Number

Exhibit Description

Filing Date/Period End Date

Restated Certificate of Incorporation, effective February 21, 2023

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2015 Equity Incentive Plan of eXp World Holdings, Inc.

(fka eXp Realty International Corporation) (incorporated by reference to the Company’s Definitive Information Statement on Schedule 14C filed on April 2, 2015)

(fka eXp Realty International Corporation)

First Amendment to 2015 Equity Incentive Plan of eXp World Holdings, Inc.

(incorporated by reference to Company’s Definitive Information Statement on Schedule 14C filed on October 6, 2017)

Second Amendment to 2015 Equity Incentive Plan of eXp World Holdings, Inc.

(incorporated by reference to Company’s Definitive Information Statement on Schedule 14C filed on November 15, 2019)

eXp World Holdings, Inc.

Stock Repurchase Program (incorporated by reference from Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on December 27, 2018)

First Amendment to eXp World Holdings, Inc Stock Repurchase Program (incorporated by reference from the Company’s Current Report on Form 8-K filed on November 27, 2019)

Stock Repurchase Program

First Amendment to eXp World Holdings, Inc Stock Repurchase Program

Second Amendment to eXp World Holdings, Inc.

Stock Repurchase Program (incorporated by reference from the Company’s Annual Report on Form 10-K filed on March 11, 2021)

Stock Repurchase Program

Third Amendment to eXp World Holdings, Inc.

Stock Repurchase Program (incorporated by reference from the Company’s Current Report on Form 8-K filed on May 4, 2022)

Stock Repurchase Program

Fourth Amendment to eXp World Holdings, Inc.

Stock Repurchase Program

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

and Stephens Inc.

(“Stock Repurchase Plan”) (incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 4, 2022)

(“Stock Repurchase Plan”)

First Amendment to eXp World Holdings, Inc.

Stock Repurchase Plan (incorporated by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 4, 2022)

Stock Repurchase Plan

Second Amendment to eXp World Holdings, Inc.

Stock Repurchase Plan (incorporated by reference from the Exhibit 10.5 to Company’s Current Report on Form 8-K filed on September 29, 2022)

Stock Repurchase Plan

Third Amendment to eXp World Holdings, Inc.

Stock Repurchase Plan (incorporated by reference from Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on December 27, 2022)

Form of Independent Contractor Agreement

Form of Policies & Procedures (incorporated by reference into the U.S.

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

Form of Independent Contractor Agreement

Form of Policies & Procedures

Form of 2015 Agent Equity Program Participation Election Form

Annual Report on Form 10-K dated February 25, 2022

Code of Business Conduct and Ethics

Subsidiaries of the Registrant

Consent of Independent Registered Public Accounting Firm

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm***

Power of Attorney (included on signature page hereto)

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

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

Policy Relating to Recovery of Erroneously Awarded Compensation

Inline XBRL Instance Document

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Cover Page Interactive Data File (embedded within the inline XBRL document)

*Filed herewith

**Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

† Management contract or compensatory plan or arrangement

Form 10-K Summary

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February 22, 2024

/s/ Jeff Whiteside

Jeff Whiteside

Chief Financial Officer

/s/ Kent Cheng

Chief Accounting 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.

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.

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(Principal Executive Officer)

/s/ JEFF WHITESIDE

Chief Financial Officer

February 28, 2023

Jeff Whiteside

(Principal Financial Officer)

/s/ KENT CHENG

Global Controller

Chief Accounting Officer

February 22, 2024

(Principal Accounting Officer)

(Principal Financial Officer)

/s/ JAMES BRAMBLE

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James Bramble

/s/ DAN CAHIR

February 28, 2023

/s/ EUGENE FREDERICK

February 28, 2023

Eugene Frederick

/s/ JASON GESING

February 28, 2023

/s/ DARREN JACKLIN

February 28, 2023

Darren Jacklin

/s/ RANDALL MILES

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Randall Miles

/s/ PEGGIE PELOSI

/s/ DAN CAHIR

February 22, 2024

Peggie Pelosi

/s/ MONICA WEAKLEY

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Monica Weakley

/s/ PEGGIE PELOSI

February 22, 2024

Peggie Pelosi

/s/ FRED REICHHELD

February 22, 2024

Fred Reichheld

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