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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-22 · 33 added, 45 removed, 152 unchanged (34% 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 Chief 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, 2023.

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 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.

4 unchanged sentences

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.

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.

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).

41 unchanged sentences

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.

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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

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 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.

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.

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, 2024, in connection with the solicitation of proxies for the Company’s 2025 annual meeting of stockholders (the “2025 Proxy Statement”) and is incorporated herein by reference.

2 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance under Equity Compensation Plans

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

Number of securities to

be issued upon exercise

of outstanding options,

warrants and rights

Weighted-average

exercise price of

outstanding options,

warrants and rights

Number of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected in

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

(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.

The information required by this Item will be included in the 202 5 Proxy Statement and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

12 unchanged sentences

Exhibit Description

Filing Date/Period End Date

Restated Certificate of Incorporation, effective February 21, 2023

1 unchanged sentence

Description of Securities

2015 Equity Incentive Plan of eXp World Holdings, Inc.

(fka eXp Realty International Corporation)

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

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

eXp World Holdings, Inc.

Stock Repurchase Program

First Amendment to eXp World Holdings, Inc Stock Repurchase Program

Second Amendment to eXp World Holdings, Inc.

Stock Repurchase Program

Third Amendment to eXp World Holdings, Inc.

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.

13 unchanged sentences

Stock Repurchase Plan

Form of Independent Contractor Agreement

Form of Policies & Procedures

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

Form of eXp Realty, LLC Policies & Procedures

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

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 Plaintiffs 1925 Hooper LLC, Robert J.

Arko and Andrew M.

Code of Business Conduct and Ethics

Insider Trading Policy

Subsidiaries of the Registrant

2 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 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 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

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 Financial Officer pursuant to 18 U.S.C.

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

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

51 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