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National Association of Realtors , alleging a similar fact pattern and antitrust violations.
−Removed: Since that time, the Company has been named as a defendant in additional putative class action lawsuits alleging similar fact patterns and antitrust violations.
+Added: Since that time, the Company was named as a defendant in additional putative class action lawsuits alleging similar fact patterns and antitrust violations.
NAR and certain brokerage defendants have settled certain of these lawsuits, which include both monetary and non-monetary settlement terms.
−Removed: Those settlement terms may impact business practices within the industry which could adversely impact the Company’s business, results of operations, and financial condition.
+Added: On October 1, 2024, the Company entered into a Settlement Term Sheet (the “Settlement”) with plaintiffs in the U.S.
+Added: antitrust litigation filed by plaintiffs 1925 Hooper LLC and others in the Northern District of Georgia (the “Hooper Action”).
+Added: The Company expects that the proposed Settlement would resolve all U.S.
+Added: claims set forth in the Hooper Action, as well as all similar claims on a nationwide basis against the Company (collectively, the “Nationwide Claims”) and would release the Company, its subsidiaries and affiliates, and their independent contractor real estate agents in the United States from the Nationwide Claims.
+Added: 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.
+Added: The Settlement remains subject to preliminary and final court approval and will become effective following any appeals process, if applicable.
+Added: Both the NAR and the Company’s settlement terms may materially impact business practices within the industry which could adversely impact the Company’s business, results of operations, and financial condition.
Risks Related to our Real Estate Business
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Class action suits raising similar claims are already pending in this and other jurisdictions and the outcome of the NAR Class Action may result in additional such actions being filed.
−Removed: The Company has been named as one of several defendants in similar class action suits, as discussed further in our 2023 Annual Report, Note 12 – Commitments and Contingencies and Note 13 – Subsequent Events to these unaudited consolidated financial statements .
+Added: The Company was named as one of several defendants in similar class action suits, but entered into a settlement term sheet on October 1, 2024 to resolve all U.S.
+Added: Nationwide Claims.
+Added: See, Note 12 – Commitments and Contingencies and Note 13 – Subsequent Events to these unaudited consolidated financial statements .
Defending against class action litigation is costly, may divert time and money away from our operations, and imposes a significant burden on management and employees.
−Removed: Also, the results of any such litigation or investigation cannot be predicted with certainty, and any negative outcome could result in payments of substantial monetary damages or fines, and/or undesirable changes to our operations or business practices, and accordingly, our business, financial condition, or results of operations could be materially and adversely affected.
+Added: Also, the results of any such litigation or investigation cannot be
+Added: predicted with certainty, and any negative outcome could result in payments of substantial monetary damages or fines, and/or undesirable changes to our operations or business practices, and accordingly, our business, financial condition, or results of operations could be materially and adversely affected.
On March 15, 2024, NAR entered a settlement agreement to resolve on a class wide basis the claims against NAR in the NAR Class Action.
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The NAR settlement agreement:
−Removed: (1) prohibits NAR and REALTOR® MLSs from requiring that listing brokers or sellers make offers of compensation to buyer brokers or other
−Removed: buyer representatives;
+Added: (1) prohibits NAR and REALTOR® MLSs from requiring that listing brokers or sellers make offers of compensation to buyer brokers or other buyer representatives;
(2) prohibits NAR, REALTOR® MLSs and MLS participants from making an offer of compensation on the MLS;
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Additionally, the Company maintains a 2015 Equity Incentive Plan and a 2024 Equity Incentive Plan from which employees, agents, brokers and certain service providers of the Company and its affiliates can receive awards of the Company’s common stock.
−Removed: As of December 31 June 30 , 2024, there were 88,596,220 shares registered and authorized under the 2015 Equity Incentive Plan, of which 1,782,991 20,760,284 are available for future issuance.
−Removed: As of June 30, 2024, there were 150,000,000 shares authorized and 36,000,000 shares registered under the 2024 Equity Incentive Plan, of which 150,000,000 are available for future issuance, subject to registration.
−Removed: The Company will cease issuing shares under the 2015 Equity Incentive Plan once it switches to the 2024 Equity Incentive Plan, which is anticipated to occur during the fiscal quarter ended September 30, 2024.
+Added: As of December 31 September 30 , 2024, no additional issuances were being made out of the 2015 Equity Incentive Plan..
+Added: As of September 30, 2024, there were 150,000,000 shares authorized and 36,000,000 shares registered under the 2024 Equity Incentive Plan, of which 147,766,310 are available for future issuance, subject to registration.
+Added: The Company ceased issuing shares under the 2015 Equity Incentive Plan.
+Added: when it switched to issuing shares under the 2024 Equity Incentive Plan on September 1, 2024.
Our Board of Directors has the authority to cause us to issue additional shares of common stock without consent of any of our stockholders, subject to applicable Nasdaq listing rules.
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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.