What changed in this filing

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Item 1. Financial Statements

2025-07-31 compared with 2025-05-06 · 85 added, 65 removed, 389 unchanged (28% of the section changed)

3 unchanged sentences

(In thousands, except share amounts)

March 31, 2025

June 30, 2025

December 31, 2024

19 unchanged sentences

Common Stock, $ 0.00001 par value 900,000,000 shares authorized;

197,536,271 issued and 156,169,130 outstanding at March 31, 2025;

201,449,583 issued and 157,232,312 outstanding at June 30, 2025;

195,028,207 issued and 154,133,385 outstanding at December 31, 2024

7 unchanged sentences

EXP WORLD HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses

11 unchanged sentences

(Loss) income before income tax expense

Income tax (benefit) expense

Income tax expense

Net (loss) income from continuing operations

9 unchanged sentences

Weighted average shares outstanding

Comprehensive (loss) income:

Comprehensive income (loss):

Net (loss) income

1 unchanged sentence

Foreign currency translation gain (loss), net of tax

Comprehensive (loss)

Comprehensive income (loss)

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

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Common stock:

29 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

OPERATING ACTIVITIES

Net (loss) income

Reconciliation of net income (loss) to net cash provided by operating activities:

Reconciliation of net (loss) to net cash provided by operating activities:

Depreciation expense

1 unchanged sentence

Allowance for credit losses on receivables/bad debt on receivables

Equity in (income) loss of unconsolidated affiliates

Equity in loss of unconsolidated affiliates

Agent growth incentive stock-based compensation expense

13 unchanged sentences

Purchases of property and equipment

Purchase of business

Investments in unconsolidated affiliates

23 unchanged sentences

These businesses significantly benefit from the integration of our advanced enabling technology platform.

Our strategic focus is on expanding our real estate brokerage operations.

Our strategic focus is to continue to expand our real estate brokerage operations.

To achieve this, we emphasize enhancing the value proposition for our agents, investing in the development of immersive, cloud-based technological solutions, and offering affiliate and media services that bolster these efforts.

6 unchanged sentences

In our opinion, the accompanying interim unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation.

Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

The Company is operated and managed as three reportable segments, which are North American Realty, International Realty and Other Affiliated Services.

Our business segments bring together related eXp technologies and services to support the success and development of agents, entrepreneurs and businesses and provide them remote business solutions.

In the first quarter of 2025, the Company’s Chief Operating Decision Maker (“CODM”) began managing the FrameVR.io® business as part of the North American Realty segment.

Our business segments bring together related eXp technologies and services to support the success and development of agents, entrepreneurs and businesses and provide them with remote business solutions.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

26 unchanged sentences

Restricted cash

Balance, March 31, 2024

Balance, June 30, 2024

Balance, December 31, 2024

Balance, March 31, 2025

Balance, June 30, 2025

EXPECTED CREDIT LOSSES

6 unchanged sentences

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

As of March 31, 2025 and December 31, 2024, receivables from real estate property settlements totaled $ 97,775 and $ 82,300 , respectively, of which the Company recognized expected credit losses of $ 24 and $ 34 , respectively.

As of March 31, 2025 and December 31, 2024, agent non-commission based fees receivable and short-term advances totaled $ 8,461 and $ 6,980 , of which the Company recognized expected credit losses of $ 2,170 and $ 1,555 , respectively.

As of June 30, 2025 and December 31, 2024, receivables from real estate property settlements totaled $ 138,821 and $ 82,300 , respectively, of which the Company recognized expected credit losses of $ 22 and $ 34 , respectively.

As of June 30, 2025 and December 31, 2024, agent non-commission based fees receivable and short-term advances totaled $ 9,643 and $ 6,980 , of which the Company recognized expected credit losses of $ 2,249 and $ 1,555 , respectively.

PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:

March 31, 2025

June 30, 2025

December 31, 2024

6 unchanged sentences

Property and equipment, net

For the three months ended March 31, 2025 and 2024, depreciation expense was $ 1,945 and $ 2,059 , respectively.

For the three months ended June 30, 2025 and 2024, depreciation expense was $ 1,587 and $ 1,891 , respectively.

For the six months ended June 30, 2025 and 2024, depreciation expense was $ 3,532 and $ 3,950 , respectively.

GOODWILL AND INTANGIBLE ASSETS

Goodwill was $ 17,263 as of March 31, 2025 and $ 17,226 as of December 31, 2024.

As of March 31, 2025, the Company recorded cumulative translation adjustment of $ 37 related to Canadian goodwill.

Goodwill was $ 17,885 as of June 30, 2025 and $ 17,226 as of December 31, 2024.

As of June 30, 2025, the Company recorded cumulative translation adjustment of $ 659 related to Canadian goodwill.

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

1 unchanged sentence

Intangible assets, net consisted of the following:

March 31, 2025

June 30, 2025

Existing technology

12 unchanged sentences

Definite-lived intangible assets are amortized using the straight-line method over an asset’s estimated useful life.

Amortization expense for definite-lived intangible assets for the three months ended March 31, 2025 and 2024 was $ 616 and $ 340 , respectively.

Amortization expense for definite-lived intangible assets for the three months ended June 30, 2025 and 2024 was $ 685 and $ 1,073 , respectively.

Amortization expense for definite-lived intangible assets for the six months ended June 30, 2025 and 2024 was $ 1,301 and $ 1,413 , respectively.

STOCKHOLDERS’ EQUITY

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Common stock:

7 unchanged sentences

Agent Equity Program (“AEP”)

The Company provides agents and brokers the opportunity to elect to receive 5 % of commissions earned from each completed real estate transaction in the form of shares of common stock AEP.

If agents and brokers elect to receive portions of their commissions in shares of common stock, they are entitled to receive the equivalent number of shares of common stock based on the fixed monetary value of the commission payable.

The Company provides agents and brokers the opportunity to elect to receive 5 % of commissions earned from each completed real estate transaction in the form of shares of the Company’s common stock under the AEP.

If agents and brokers elect to receive portions of their commissions in shares of the Company’s common stock, they are entitled to receive the equivalent number of shares of the Company’s common stock based on the fixed monetary value of the commission payable.

The Company recognized a 10 % discount on these issuances prior to February 29, 2024, and a 5 % discount on these issuances beginning as of March 1, 2024, as an additional cost of sales charge during the periods presented.

During the three months ended March 31, 2025 and 2024, the Company issued 2,004,995 and 2,189,922 shares of common stock, respectively, to agents and brokers with a value of $ 20,756 and $ 25,868 , respectively, inclusive of discount.

During the three months ended June 30, 2025 and 2024, the Company issued 3,038,414 and 2,892,648 shares of the Company’s common stock, respectively, to agents and brokers with a value of $ 26,803 and $ 30,588 , respectively, inclusive of discount.

During the six months ended June 30, 2025 and 2024, the Company issued 5,043,409 and 5,082,570 shares of common stock, respectively, to agents and brokers with a value of $ 47,559 and $ 56,456 , respectively, inclusive of discount.

Agent Growth Incentive Program (“AGIP”)

The Company administers an equity incentive program whereby agents and brokers become eligible to receive awards of the Company’s common stock through agent attraction and performance benchmarks.

The AGIP encourages greater performance and awards agents with shares of common stock based on achievement of performance milestones.

The Company administers an equity incentive program whereby agents and brokers become eligible to receive awards of the Company’s common stock under the AGIP through agent attraction and performance benchmarks.

The AGIP encourages greater performance and awards agents with shares of the Company’s common stock based on achievement of performance milestones.

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

1 unchanged sentence

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

For the three months ended March 31, 2025 and 2024 the Company’s stock-based compensation expense attributable to the Agent Growth Incentive Program was $ 8,119 and $ 8,827 , respectively, of which the total amount of stock-based compensation attributable to liability classified awards was $ 622 and $ 650 , respectively.

For the three months ended June 30, 2025 and 2024 the Company’s stock-based compensation expense attributable to the AGIP was $ 9,615 and $ 9,329 , respectively, of which the total amount of stock-based compensation attributable to liability classified awards was $ 526 and $ 638 , respectively.

For the six months ended June 30, 2025 and 2024 the Company’s stock-based compensation expense attributable to the Agent Growth Incentive Program was $ 17,734 and $ 18,157 , respectively, of which the total amount of stock-based compensation attributable to liability classified awards was $ 1,149 and $ 1,288 , respectively.

The following table illustrates changes in the Company’s stock-based compensation liability for the periods presented:

5 unchanged sentences

Stock grants reclassified from liability to equity year to date

Balance, March 31, 2025

Balance, June 30, 2025

Stock Option Awards

1 unchanged sentence

These options typically have time-based restrictions with equal and periodically graded vesting over a three-year period.

During the three months ended March 31, 2025 and 2024, the Company granted 72,845 and 353,656 stock options, respectively, to employees with an estimated grant date fair value of $ 5.66 and $ 6.93 per share, respectively.

The fair value was calculated using a Black Scholes-Merton option pricing model.

During the three months ended June 30, 2025 and 2024, the Company granted 83,573 and 322,082 stock options, respectively, to employees with an estimated grant date fair value of $ 4.67 and $ 6.35 per share, respectively.

During the six months ended June 30, 2025 and 2024, the Company granted 156,418 and 675,738 stock options, respectively, to employees with an estimated grant date fair value of $ 5.28 and $ 6.63 per share, respectively.

The fair values were calculated using a Black Scholes-Merton option pricing model.

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.

3 unchanged sentences

The Company grants 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.

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.

2 unchanged sentences

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

For the quarters ended March 31, 2025 and 2024, the Company granted 47,652 and 0 RSUs, respectively, with weighted average grant date fair values of $ 10.67 and n/a.

As of March 31, 2025 and 2024, the total unrecognized stock-based compensation associated with these RSUs was $ 480 and n/a, which are expected to be recognized over a weighted average period of approximately 3.05 and 0 years, respectively.

For the three months ended June 30, 2025 and 2024, the Company granted 80,566 and 27,152 RSUs, respectively, with weighted average grant date fair values of $ 8.79 and $ 11.97 , respectively.

For the six months ended June 30, 2025 and 2024, the Company granted 128,218 and 27,152 RSUs, respectively, with weighted average grant date fair values of $ 9.79 and $ 11.97 , respectively.

As of June 30, 2025 and 2024, the total unrecognized stock-based compensation associated with these RSUs was $ 1,984 and $ 276 , respectively, which are expected to be recognized over a weighted average period of approximately 2.11 and 0.85 years, respectively.

Stock Repurchase Plan

12 unchanged sentences

Most recently, on March 12, 2025, the Board approved, and the Company entered into a Tenth Amendment to the Issuer Repurchase Plan which provides for the repurchase of up to (i) $ 2.0 million during the calendar month of March 2025, (ii) $ 7.5 million during each of the calendar months commencing April 1, 2025 through and including May 31, 2025, (iii) $ 10.0 million during the calendar month of June 2025, (iv) $ 15.0 million during each of the calendar months commencing July 1, 2025 through and including October 31, 2025, and (v) $ 10.0 million during each of the calendar months commencing November 1, 2025 through and including December 31, 2025.

For accounting purposes, shares of common stock repurchased under the Stock Repurchase Program are recorded based upon the applicable trade date.

Shares of Company common stock repurchased under the Stock Repurchase Program are recorded based upon the applicable trade date.

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

1 unchanged sentence

The following table shows the share changes in treasury stock for the periods presented (not in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Treasury stock:

3 unchanged sentences

SEGMENT INFORMATION

The reportable segments presented below represent the Company’s segments for which separate financial information is available and is utilized on a regular basis by its CODM to assess performance and to allocate resources.

The three reportable segments presented below represent the Company’s segments for which separate financial information is available and is utilized on a regular basis by its Chief Operating Decision Maker to assess performance and to allocate resources.

In identifying its reportable segments, the Company also considers the nature of services provided by its segments.

Management evaluates the operating results of each of its reportable segments based upon Revenues and Adjusted Segment EBITDA.

Adjusted Segment EBITDA is defined by us as a segment’s operating income (loss) from continuing operations plus depreciation and amortization, litigation contingency and stock-based compensation expenses.

Adjusted Segment EBITDA is defined by us as a segment’s operating income (loss) before income taxes plus depreciation and amortization, impairment charges, litigation contingency, stock-based compensation expenses, stock option expense and other (income) expense, net.

See “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report for a discussion of why management believes Adjusted Segment EBITDA, a non-U.S.

11 unchanged sentences

The Company accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices.

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 (loss) from continuing operations and Goodwill (in thousands).

Three Months Ended March 31,

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 income (loss) before income tax expense (benefit) and Goodwill (in thousands).

Three Months Ended June 30,

Six Months Ended June 30,

North American Realty

5 unchanged sentences

Commissions and other agent-related costs

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

North American Realty

5 unchanged sentences

Adjusted EBITDA

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

North American Realty

10 unchanged sentences

Consolidated (loss) income before income tax expense

March 31, 2025

June 30, 2025

December 31, 2024

9 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Net (loss) income from continuing operations

8 unchanged sentences

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

For three months ended March 31, 2025 and 2024 total outstanding shares of common stock excluded 3,424,959 and 3,212,244 shares, respectively, from the computation of diluted earnings per share because their effect would have been anti-dilutive.

For three months ended June 30, 2025 and 2024 total outstanding shares of common stock excluded 2,965,463 and 447,005 shares, respectively, from the computation of diluted earnings per share because their effect would have been anti-dilutive.

For six months ended June 30, 2025 and 2024 total outstanding shares of common stock excluded 3,099,063 and 3,037,309 shares, respectively, from the computation of diluted earnings per share because their effect would have been anti-dilutive.

Our quarterly tax provision is computed by applying the estimated annual effective tax rate to the year-to-date pre-tax income or loss plus discrete tax items arising in the period.

Our provision for income tax expense (benefit) amounted to $ 1,671 and ($ 3,305 ) for the three months ended March 31, 2025 and 2024, which represent effective tax rates of ( 17.9 %) and 18.0 % , respectively.

Our provision for income tax expense (benefit) amounted to $ 2.1 million and $ 4.8 million for the six months ended June 30, 2025 and 2024, which represent effective tax rates of ( 19.1 %) and 174.3 %, respectively.

The effective tax rate differs from our statutory rates in both periods primarily due to foreign and domestic mix of earnings, and stock-based compensation.

1 unchanged sentence

and international tax reform legislation could affect the Company's effective tax rate.

The Company continues to monitor the OECD’s Base Erosion and Profit Shifting (BEPS) framework—including the legislative adoption of Pillar Two and other tax reform legislation by jurisdiction—to evaluate the potential impact on future periods.

The Company continues to monitor the Organisation for Economic Co-operation and Development’s (OECD) Base Erosion and Profit Shifting (BEPS) framework—including the legislative adoption of Pillar Two and other tax reform legislation by jurisdiction—to evaluate the potential impact on future periods.

The Company does not expect the adoption of Pillar Two rules to have a significant impact on its consolidated financial statements in fiscal year 2025.

11 unchanged sentences

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

As of March 31, 2025 and December 31, 2024, the fair value of the Company’s money market funds was $ 33,800 and $ 38,344 , respectively.

As of June 30, 2025 and December 31, 2024, the fair value of the Company’s money market funds was $ 10,147 and $ 38,344 , respectively.

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

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

In the first quarter of 2025, the Company acquired $ 11,000 of Level 3 assets, at fair value.

In the first quarter of 2025, the Company acquired $ 11,000 of Level 3 assets, at fair value, and such assets were valued at $ 11,000 at June 30, 2025.

COMMITMENTS AND CONTINGENCIES

13 unchanged sentences

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 30 business days after preliminary court approval of the Settlement and the final 50 % (or $ 17,000 ) will be deposited on or before the one-year anniversary of the 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.

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.

Management has determined that a remaining $ 17.0 million (not in thousands) loss is probable and has included a $ 17.0 million (not in thousands) litigation contingency accrual recorded for the quarter ended June 30, 2025.

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;

and/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 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.

1 unchanged sentence

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 the 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.

T-119-24-ID 1 (Federal Court of Canada), filed on January 18, 2024.

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;

factual issues to be resolved;

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 March 31, 2025.

For the Canadian antitrust litigation, we have not recorded any accruals as of June 30, 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 from current expectations.

10 unchanged sentences

Quarterly Cash Dividend

On May 5, 2025 , the Company’s Board declared a dividend of $ 0.05 per share which is expected to be payable on June 4, 2025 , to stockholders of record as of the close of business on May 19, 2025 .

The ex-dividend date is expected to be on or around May 16, 2025.

On July 24, 2025 , the Company’s Board declared a dividend of $ 0.05 per share which is expected to be payable on August 29, 2025 , to stockholders of record as of the close of business on August 15, 2025 .

The ex-dividend date is expected to be on or around August 14, 2025.

The dividend will be paid in cash.

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

The Company is evaluating its impact, including potential changes to deferred tax assets and liabilities and the effective tax rate.

The financial effect of OBBBA cannot be made at this time.

In accordance with ASC 740, any potential impact resulting from the evaluation, will be reflected in the third quarter of 2025.

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-Q

Item 1. Financial Statements