What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-07-31 compared with 2025-05-06 · 135 added, 97 removed, 200 unchanged (54% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read together with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 (the “Quarterly Report”) and consolidated financial statements and related notes appearing in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”).

The following discussion should be read together with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (the “Quarterly Report”) and consolidated financial statements and related notes appearing in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”).

Management’s Discussion and Analysis of Financial Conditions and Results of Operations (“MD&A”) contain forward-looking statements.

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A substantial portion of our revenue is derived from commissions received by our residential real estate brokerages which provide a full suite of brokerage and adjacent services (such as mortgage, title, and content creation) to our real estate agents and brokers.

Our residential real estate agents and

brokers affiliate their real estate licenses with us and operate their businesses utilizing our cloud-based technology platform to enhance their real estate business and optimize efficiencies.

Our real estate agents and brokers affiliate their real estate licenses with us and operate their businesses utilizing our cloud-based technology platform to enhance their real estate businesses and optimize efficiencies.

Our enabling and innovative technology platform is a robust suite of cloud-based applications and software services tailored for our real estate agents and brokers and targets business operations such as customer relationship management, marketing, client services, and brokerage functionalities.

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By building partnerships and strategically deploying capital, we seek to grow the business and enter attractive verticals and adjacent markets.

The Company’s primary emphasis is on achieving operational excellence for our real estate agents, which we monitor using the aNPS.

The Company’s primary emphasis is on achieving operational excellence for our real estate agents, which we monitor using the agent net promoter score (“aNPS”).

We remain focused on investing in technology and people who are key to the continued growth of the Company.

Our Sustainable Revenue Share Plan (the “Revenue Share Plan”), whereby we pay real estate professionals affiliated with the Company a portion of eXp Realty’s commission for their contribution to Company growth continues to be critical to attracting and retaining our most productive agents.

The supplementary income distributed to the sponsor under the Revenue Share Plan is exclusively derived from the Company's portion of the transaction commission and is not earned on transactions for which the Company does not receive a commission (e.g., when an Front-Line Qualifying Agent has capped and earns 100% of commission on its closed transactions).

Our sustainable revenue share plan (the “Revenue Share Plan”), whereby we pay real estate professionals affiliated with the Company a portion of the Company’s brokerages’ commission for their contribution to Company growth continues to be critical to attracting and retaining our most productive agents.

The supplementary income distributed to the sponsor under the Revenue Share Plan is exclusively derived from the Company's portion of the transaction commission and is not earned on transactions for which the Company does not receive a commission (e.g., when a Front-Line Qualifying Agent has capped and earns 100% of commission on its closed transactions).

The Revenue Share Plan does not impact or reduce the commission earned by the agent on the transaction.

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MARKET CONDITIONS AND INDUSTRY TRENDS

Our business is dependent on the levels of home sales transactions and prices, which can vary based on economic conditions within the markets for which we operate.

Our business is dependent on the levels of home sales transactions and prices, which can vary based on economic conditions within the markets in which we operate.

Changes in these conditions can have a positive or negative impact on our business.

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These conditions include, but are not limited to rising inflation, continued higher than average mortgage interest rates, volatility in the U.S.

equity markets, changes in trade policy, including the imposition of new tariffs, and any retaliatory responses to such tariffs, and continued unrest around the world.

equity markets,

changes in trade policy, including the imposition of new tariffs, and responses to such tariffs, and continued political unrest around the world.

While the current environment is challenging, the Company continues to believe it is well positioned to strengthen its competitive position over the long term.

Our robust agent support infrastructure continues to drive engagement, retention and productivity.

Additionally, we continue to offer agents a low-cost, high-engagement model, which affords agents and brokers increased income and ownership opportunities while offering a scalable solution to brokerage owners who want to survive and thrive during market fluctuations.

Additionally, we continue to offer agents a low-cost, high-engagement model, which affords agents and brokers increased income and equity ownership opportunities while offering a scalable solution to brokerage owners who want to survive and thrive during market fluctuations.

We have an efficient operating model with lower fixed costs driven by our cloud-based model, with no brick-and-mortar locations.

National Housing Inventory

During the first quarter of 2025, the continued higher mortgage rates and higher home prices have contributed to a rise in inventory levels, as measured in months of supply.

According to NAR, inventory of existing homes for sale in the U.S.

was 1.3 million as of March 2025 (preliminary) compared to 1.1 million at the end of March 2024.

This represents 4.0 months of inventory in 2025 compared to 3.2 months of inventory in the prior year.

During the second quarter of 2025, the continued higher mortgage rates and higher home prices have contributed to a rise in inventory levels, as measured in months of supply.

According to National Association of Realtors (“NAR”), inventory of existing homes for sale in the U.S.

was 1.5 million as of June 2025 (preliminary) compared to 1.3 million at the end of June 2024.

This represents 4.7 months of inventory in 2025 compared to 4.0 months of inventory in the prior year period.

Mortgage Interest Rates

While mortgage rates continue to be higher than historic averages and negatively impact the demand for homebuying, mortgage rates during the first quarter of 2025 declined slightly from the prior year.

Based on Freddie Mac data, the average rate for a 30-year, conventional, fixed rate mortgage was 6.7% in March 2025 compared to 6.8% in March 2024.

While mortgage rates continue to be higher than historic averages and negatively impact the demand for homebuying, mortgage rates during the second quarter of 2025 declined slightly from the prior year period.

Based on Freddie Mac data, the average rate for a 30-year, conventional, fixed rate mortgage was 6.77% in June 2025 compared to 6.86% in June 2024.

Housing Affordability Index

According to NAR, the composite housing affordability index increased slightly to 102.2 for February 2025 (preliminary) from 102.1 for February 2024.

According to NAR, the composite housing affordability index increased slightly to 97.2 for May 2025 (preliminary) from 92.3 for May 2024.

When the index is above 100, it indicates that a family earning the median income has sufficient income to purchase a median-priced home, assuming a 20% down payment and ability to qualify for a mortgage.

Existing Home Sales Transactions and Prices

According to NAR, existing home sale transactions decreased to an annual rate of 4.0 million in March 2025 (preliminary) compared to 4.1 million in March 2024, a decrease of 2.4%.

According to NAR, the nationwide existing home sales average price for March 2025 (preliminary) was $403,700 compared to $392,900 in March 2024, an increase of 2.7%.

The declining home sales transactions in the U.S.

have negatively impacted our transaction metrics, and increased home sales prices have positively impacted our sales volume metrics.

According to NAR, existing home sale transactions were flat at an annual rate of 3.93 million in June 2025 (preliminary) consistent with 3.93 million in June 2024.

According to NAR, the nationwide existing home median sales price for June 2025 (preliminary) was $435,300 compared to $426,900 in June 2024, an increase of 2.0%.

Legal & Regulatory Environment

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The following table outlines the key business metrics that we periodically review to track the Company’s performance:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Real estate sales transactions

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(1) Adjusted EBITDA is not a measurement of our financial performance under generally accepted accounting principles in the U.S.

GAAP”) and should not be considered as an alternative to net (loss) income from continuing operations, operating (loss) income, or any other measures derived in accordance with U.S.

GAAP”) and should not be considered as an alternative to net (loss) income from continuing operations, operating (loss) income, or any other measures derived

in accordance with U.S.

For a definition of Adjusted EBITDA, a reconciliation of Adjusted EBITDA to net (loss) income from continuing operations and a discussion of why we believe Adjusted EBITDA provides useful information to investors, see “Non-U.S.

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aNPS plays a crucial role in attracting and retaining agents and teams, especially during a period marked by continued market challenges and higher mortgage rates.

Despite the challenging market conditions, the Company’s aNPS was 78 for the three months ended March 31, 2025, compared to 73 for the same period of 2024.

Despite the challenging market conditions, the Company’s aNPS was 77 and 78 for the three months and six months ended June 30, 2025, respectively, compared to 76 and 75 for the same periods of 2024, respectively.

We remain focused on empowering our agents, increasing their productivity, and maintaining strong engagement through our agent-centric initiatives.

Additionally, in response to industry changes in response to U.S.

Additionally, in response to industry changes as a result of U.S.

antitrust lawsuits, the Company led the industry by introducing new listing agreements and buyer representation forms for its agents and the industry.

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The rate of growth of our agent and broker base is difficult to predict and is subject to many factors outside of our control, including actions taken by our competitors and macroeconomic factors affecting the real estate industry in general including interest rates, declining transaction volume in the U.S., and industry practice changes.

The number of agents declined (5)% in the first three months of 2025, compared to the same period of 2024, as we continue to off board less productive agents.

The number of agents declined (5)% in the first six months of 2025, compared to the same period of 2024, as we continue to off board less productive agents.

However, we are committed to retaining our most productive agents in the U.S.

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however, company-specific initiatives influence the transaction volume and productivity of our agents.

For the three months ended March 31, 2025, compared to the same period of 2024, our real estate sales transactions decreased (2)%, due to our agents’ improved productivity and international growth, which partially offset the decline in existing home sales in the U.S.

as reported by the NAR.

For the three months ended March 31, 2025, compared to the same period of 2024, transaction volume increased 4%, due to increased home sale prices in the first quarter of 2025.

For the three months and six months ended June 30, 2025, compared to the same periods of 2024, our real estate sales transactions decreased (1.7)% and (1.9%), respectively.

For the three months and six months ended June 30, 2025, compared to the same periods of 2024, transaction volume increased 1% and 2%, respectively, due to increased home sale prices, which offset our decline in transaction volumes.

Other real estate transactions

Other real estate transactions are recorded for leases, rentals and referrals that are undertaken by our agents and brokers.

The decrease in other real estate transactions reflects the challenging market conditions.

The decrease in other real estate transactions for the three months and six months ended June 30, 2025 compared to the same periods of 2024 reflects the challenging market conditions.

Real estate per transaction cost

Real estate per transaction cost is measured as selling, general and administrative, sales and marketing and technology and development expenses resulting from our services that directly support our agents and brokers, divided by total transactions (real estate and other).

Real estate per transaction cost increased 13% for the three months ended March 31, 2025, primarily due to increased personnel, litigation and technology costs, as well as lower transactions in the first quarter of 2025.

Real estate per transaction cost increased 27% and 20% for the three and six months ended June 30, 2025, respectively, compared to the same periods of 2024, primarily due to increased personnel and technology costs, as well as the lower number of real estate transactions in 2025.

Revenues represent the commission revenue earned by the Company for closed brokerage real estate transactions.

For the three months ended March 31, 2025, compared to same period of 2024, the Company’s revenues increased 1% primarily due to higher home sales prices in North America and increased international production, which more than offset decreased real estate transactions in North American Realty.

Operating (Loss)

Operating loss in the first quarter of 2025 of ($10.4) million compared to operating (loss) of ($18.2) million in the first quarter of 2024.

Operating loss in the first quarter of 2024 included the litigation contingency accrual of $16 million.

The first quarter of 2025 reflects increased revenues, increased agent commissions and other agent-related costs due to sales commissions capping and lower fees from lower number of agents, and higher operating costs related to personnel, litigation and technology costs.

Adjusted EBITA

The Company’s revenues increased 1% for both the three and six months ended June 30, 2025, compared to same periods of 2024, primarily due to higher home sales prices in North America and increased international production, which more than offset decreased real estate transactions in North American Realty.

Operating (Loss) Income

Operating loss in the second quarter of 2025 was ($2.4) million compared to operating income of $18.5 million in the second quarter of 2024.

Operating loss for the six months ended June 30, 2025 was ($12.8) million compared to operating income of $0.4 million in the first six months of 2024.

Operating income in the first six months of 2024 included the litigation contingency accrual of $16 million.

The operating loss in the first six months of 2025 reflects increased agent commissions and other agent-related costs due to sales commissions capping and lower fees from lower number of agents, and higher operating costs related to personnel, litigation and technology costs.

Adjusted EBITDA

Management reviews Adjusted EBITDA, which is a non-U.S.

GAAP financial measure, to understand and evaluate our core operating performance.

Adjusted EBITDA, for the three months ended March 31, 2025 was $2.2 million compared to $11.0 million for the three months ended March 31, 2024.

The decrease in Adjusted EBITDA reflects increased revenues, more than offset by increased agent commissions and other agent-related costs, and higher operating costs.

Adjusted EBITDA, for the three months ended June 30, 2025 was $11.2 million compared to $32.8 million for the three months ended June 30, 2024.

Adjusted EBITDA, for the six months ended June 30, 2025 was $13.4 million compared to $43.9 million for the same period of 2024.

The decrease in Adjusted EBITDA in 2025 reflects increased agent commissions and other agent-related costs, and higher operating costs.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2025 compared to the Three Months Ended March 31, 2024

Three Months Ended

March 31, 2025

March 31, 2024

(In thousands)

The following table reflects the results of each of our operations during the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30,

Six Months Ended June 30,

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

Statement of Operations Data:

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Earnings per share

Basic, net (loss) income

Diluted, net (loss) income

Weighted average shares outstanding

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GAAP Financial Measures.”

March 31, 2025

March 31, 2024

Total revenues increased 1% as a result of increased home sales prices and increased international transactions, which more than offset a slight decline in real estate transactions compared to the same period in 2024.

March 31, 2025

March 31, 2024

The following tables and discussion reflect the changes in the results of each of our income statement line items between the three months and six months ended June 30, 2025 and 2024:

Three Months Ended June 30

Six Months Ended June 30

For both the three months and six months ended June 30, 2025 and 2024 total revenues increased 1% as a result of increased home sales prices and increased Canadian and international transactions, which more than offset a decline in real estate transactions in the U.S.

during such periods.

Three Months Ended June 30

Six Months Ended June 30

Commissions and other agent-related costs

Commissions and other agent-related costs increased 2% primarily due to increased sales commissions capping as well as lower agent fees from the lower number of agents.

For both the three months and six months ended June 30, 2025 and 2024 commissions and other agent-related costs increased 2% primarily due to increased sales commissions capping as well as lower agent fees from the lower number of agents.

Commissions and other agent-related costs include sales commissions, revenue share and stock-based compensation paid to our agents.

March 31, 2025

March 31, 2024

Three Months Ended June 30

Six Months Ended June 30

General and administrative expenses

General and administrative expenses increased 7% due to increased employee-related and litigation expenses.

For the three months and six months ended June 30, 2025, general and administrative expenses increased 21% and 14%, respectively, compared to the same periods of 2024, due to increased employee-related and litigation expenses.

General and administrative expenses include costs related to wages, employee stock-based compensation, and other general overhead expenses.

March 31, 2025

March 31, 2024

Costs Associated with Organizational Changes

During the quarter, the Company incurred approximately $6.0 million in expenses related to strategic investments and severance to streamline operations.

These actions are part of broader efforts to align the Company's cost structure with current revenue trends.

In parallel, we continue to encourage employees to drive efficiency by integrating artificial intelligence (“AI”) tools to enhance workforce productivity.

Three Months Ended June 30

Six Months Ended June 30

Technology and development expenses

Technology and development expenses increased 14%, primarily due to increased technology expenses related to agent support.

For the three months and six months ended June 30, 2025, technology and development expenses increased 22% and 18%, respectively, compared to the same periods of 2024, primarily due to increased technology expenses related to agent support.

These expenses include employee-related costs and other expenses for the maintenance and development of the technology used by both our agents and our employees.

March 31, 2025

March 31, 2024

Three Months Ended June 30

Six Months Ended June 30

Sales and marketing expenses

Sales and marketing expenses decreased (10)% due to decreased advertising in the U.S.

For the three months and six months ended June 30, 2025, sales and marketing expenses decreased (6)% and (8)%, respectively, compared to the same periods of 2024 due to decreased advertising in the U.S.

and Canada residential real estate market.

March 31, 2025

March 31, 2024

Three Months Ended June 30

Six Months Ended June 30

Total other (income) expense, net

Total other (income) expense, net decreased (2)% primarily due to decreased interest income when compared to the first quarter of 2024.

For the three months and six months ended June 30, 2025, total other (income) expense, net decreased (60)% and (35)%, respectively, primarily due to decreased interest income when compared to 2024.

Total other (income) expense, net includes interest income earned on cash and cash equivalents, and (earnings) losses related to equity investments.

March 31, 2025

March 31, 2024

Three Months Ended June 30

Six Months Ended June 30

Income tax (benefit) expense

The Company’s provision for income tax expense (benefit) represented effective tax rates of (17.9%) and 18.0%, respectively for the three months ended March 31, 2025 and 2024, respectively.

The Company’s provision for income tax expense (benefit) amounted to $0.5 million and 8.1 million for the three months ended June 30, 2025 and 2024, respectively, which represented effective tax rates of (25.7%) and 40.9%, respectively.

The provision for income tax expense was primarily attributable to deductible stock-based compensation shortfalls, research and development credit and non-deductible executive compensation.

The Company’s 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.

On July 4, 2025, after quarter-end, 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.

BUSINESS SEGMENT DISCLOSURES

See Note 7 – Segment Information to the unaudited condensed consolidated financial statements for additional information regarding our business segments.

The following table reflects the results of each of our reportable segments during the three months ended March 31, 2025 and 2024:

Three Months Ended

March 31, 2025

March 31, 2024

The following table reflects the results of each of our reportable segments during the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30,

Six Months Ended June 30,

Statement of Operations Data:

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(1) Adjusted Segment EBITDA and Adjusted EBITDA are not measurements of our financial performance under U.S.

GAAP and should not be considered as alternatives to net (loss) income from continuing operations, operating income, or any other measures derived in accordance with U.S.

For and a reconciliation of Adjusted Segment EBITDA and Adjusted EBITDA to consolidated (loss) income before income taxes and net (loss) income from continuing operations, respectively, see “Non-U.S.

GAAP and should not be considered as alternatives to net (loss) income from continuing operations, operating (loss) income, or any other measures derived in accordance with U.S.

For a reconciliation of Adjusted Segment EBITDA and Adjusted EBITDA to (loss) income before income taxes and net (loss) income from continuing operations, respectively, see “Non-U.S.

GAAP Financial Measures.” Management evaluates the operating results of each of its reportable segments based upon revenues and Adjusted Segment EBITDA.

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The Company’s presentation of Adjusted Segment EBITDA and Adjusted EBITDA may not be comparable to similar measures used by other companies.

North American Realty revenues decreased slightly in the first quarter of 2025 compared to the same period in 2024 primarily due to lower sales volumes in the United States, partially offset by increased sales volume in Canada and increased home sales prices, despite the challenging market in the U.S.

The following table reflects the changes in the revenues and adjusted EBITDA for each of our reportable segments during the three months and six months ended June 30, 2025 and 2024:

Three Months Ended June 30

Six Months Ended June 30

Statement of Operations Data:

North American Realty

International Realty

Other Affiliated Services

Segment eliminations

Total Consolidated Revenues

Adjusted Segment EBITDA (1)

North American Realty

International Realty

Other Affiliated Services

Total Adjusted Segment EBITDA

Corporate expenses and other

Total Reported Adjusted EBITDA (1)

(1) Adjusted Segment EBITDA and Adjusted EBITDA are not measurements of our financial performance under U.S.

GAAP and should not be considered as alternatives to net (loss) income from continuing operations, operating (loss) income, or any other measures derived in accordance with U.S.

For a reconciliation of Adjusted Segment EBITDA and Adjusted EBITDA to (loss) income before income taxes and net (loss) income from continuing operations, respectively, see “Non-U.S.

GAAP Financial Measures.” 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 consolidated (loss) income before income taxes plus depreciation, amortization, impairment charges, litigation contingency expenses, stock-based compensation expense, stock option expense, and other (income) expense, net.

Adjusted EBITDA is defined by us as net (loss) income from continuing operations, excluding other income (expense), income tax benefit (expense), depreciation, amortization, impairment charges, litigation contingency expenses, stock-based compensation expense, stock option expense and other items that are not core to the operating activities of the Company.

The Company’s presentation of Adjusted Segment EBITDA and Adjusted EBITDA may not be comparable to similar measures used by other companies.

North American Realty revenues were flat in the second quarter and first six months of 2025 compared to the same periods in 2024 primarily due to slightly lower sales volumes in the United States, partially offset by increased sales volume in Canada and increased home sales prices in the U.S., despite the challenging market in the U.S.

residential real estate markets.

Adjusted North American Realty EBITDA decreased (57)% due to lower revenues, increased commissions and other agent-related costs and increased operating costs.

International Realty revenues increased 103% in the first quarter of 2025 compared to the same period in 2024 primarily due to increased real estate transactions driven by improved agent production in previously launched markets.

Adjusted International EBITDA improved 52% in the first quarter of 2025 compared to the same period in 2024 due to increased revenues and improved business efficiencies and reduced costs.

Other Affiliated Services revenues decreased (54)% due to lower SUCCESS® Magazine revenues.

Adjusted Other Affiliated Services EBITDA decreased (90)% due to increased costs.

Adjusted North American Realty EBITDA decreased (49)% and (51)% in the second quarter and first six months of 2025, respectively, compared to the same periods in 2024, due to increased commissions and other agent-related costs and increased operating costs.

International Realty revenues increased 59% and 78% in the second quarter and first six months of 2025, respectively, compared to the same periods in 2024 primarily due to increased real estate transactions driven by improved agent production in previously launched markets.

Adjusted International EBITDA loss increased by (62)% and improved 4% in the second quarter and first six months of 2025, respectively, compared to the same periods in 2024.

The increased loss in the second quarter of 2025 is due to increased start-up costs related to entering new markets.

The improvement in Adjusted EBITDA in the first six months of 2025 is due to increased revenues and improved business efficiencies in markets already entered.

Other Affiliated Services revenues decreased (52)% and (53)% in the second quarter and the first six months of 2025, compared to the same periods of 2024, due to lower SUCCESS® Magazine revenues.

Adjusted Other Affiliated Services EBITDA decreased (132)% and (113)% due to increased costs.

Corporate expenses and other contain the costs incurred to operate the corporate parent of eXp Realty.

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GAAP financial measure, for each of the periods presented:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Net (loss) income from continuing operations

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Currently, our primary use of cash on hand is to sustain and grow our business operations, including, but not limited to, commission and revenue share payments to agents and brokers and cash outflows for operating expenses and dividend payments.

In addition, except for the $34 million antitrust litigation contingency accrual recorded for the year ended December 31, 2024 (see Note 11 – Commitments and Contingencies to the unaudited condensed consolidated financial statements for additional information regarding the antitrust litigation), the Company has no known material cash requirements as of March 31, 2025, relating to capital expenditures, commitments, or human capital (except as passthrough commissions to agents and brokers concurrent with settled real estate transactions).

The Company intends to use available cash to pay the $34 million antitrust litigation settlement amount.

In addition, except for the $34 million antitrust litigation contingency accrual recorded for the year ended December 31, 2024 (of which $17 million was paid during the quarter ended June 30, 2025;

see Note 11 – Commitments and Contingencies to the unaudited condensed consolidated financial statements for additional information regarding the antitrust litigation), the Company has no known material cash requirements as of June 30, 2025 relating to capital expenditures, commitments, or human capital (except as passthrough commissions to agents and brokers concurrent with settled real estate transactions).

The Company intends to use available cash to pay the remaining $17 million antitrust litigation settlement amount.

We believe that our existing balances of cash and cash equivalents and cash flows expected to be generated from our operations will be sufficient to satisfy our operating requirements for at least the next twelve months.

Our future capital requirements will depend on many factors, including our level of investment in technology, our rate of growth into new markets, and cash used to repurchase shares of the Company’s common stock.

Our capital requirements may be affected by factors which we cannot control such as the changes in the residential real estate market, interest rates, industry practice changes in light of the NAR Settlement, other monetary and fiscal policy changes to the manner in which we currently operate.

Our capital requirements may be affected by factors which we cannot control such as the changes in the residential real estate market, interest rates, industry practice changes in light of the NAR Settlement relating to the antitrust litigation, and other monetary and fiscal policy changes to the manner in which we currently operate.

In order to support and achieve our future growth plans, we may need or seek advantageously to obtain additional funding through equity or debt financing.

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Net working capital is calculated as the Company’s total current assets less its total current liabilities.

The following table presents our net working capital as of March 31, 2025 and December 31, 2024:

March 31, 2025

The following table presents our net working capital as of June 30, 2025 and December 31, 2024:

June 30, 2025

December 31, 2024

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Net working capital

For the three months ended March 31, 2025, net working capital decreased ($5.0) million, or (6)%, compared to December 31, 2024, primarily due to increased accrued liabilities and accounts receivable, due to the increased revenues in the first quarter of 2025, compared to the fourth quarter of 2024.

The following table presents our cash flows for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

For the six months ended June 30, 2025, net working capital remained flat, compared to December 31, 2024.

The following table presents our cash flows for the six months ended June 30, 2025 and 2024:

Six Months Ended June 30,

Net cash provided by operating activities

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Net change in cash, cash equivalents and restricted cash

For the three months ended March 31, 2025, net cash provided by operating activities decreased ($20.8) million compared to the same period in 2024.

The decrease in cash provided by operating activities was primarily driven by lower operating results, lower agent stock-based compensation, and a decrease in customer deposits.

For the three months ended March 31, 2025, net cash used in investing activities increased due to cash used for investments in affiliates and other assets and purchases of property and equipment compared to the same period of 2024.

For the three months ended March 31, 2025 and 2024 net cash flows used in financing activities decreased $28.5 million compared to the same period in 2024, primarily driven by lower stock repurchases.

While we do not consider acquisitions a critical element of our ongoing business, we seek opportunities to expand and enhance our portfolio of solutions, access new revenue streams, or otherwise complement or accelerate the growth of our existing operations .

We may fund acquisitions or investments in complementary businesses with various sources of capital

including existing cash balances and cash flow from operations.

Acquisitions during the first three months of 2025 have not had a material impact on cash flow.

For the six months ended June 30, 2025, net cash provided by operating activities decreased ($55.9) million compared to the same period in 2024.

The decrease in cash provided by operating activities was primarily driven by the payment of the previously accrued litigation contingency of $17 million, lower operating results, lower agent stock-based compensation, and a decrease in customer deposits activity.

For the six months ended June 30, 2025, net cash used in investing activities increased due to cash used for investments in affiliates and other assets and purchases of property and equipment compared to the same period of 2024.

For the six months ended June 30, 2025 and 2024 net cash flows used in financing activities decreased $51.7 million compared to the same period in 2024, primarily driven by lower stock repurchases.

existing operations .

We may fund acquisitions or investments in complementary businesses with various sources of capital including existing cash balances and cash flow from operations.

Acquisitions during the first six months of 2025 have not had a material impact on cash flow.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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There have been no material changes in our exposures to market risk since December 31, 2024.

For details on the Company’s market risks relating to interest rates and foreign currency exchange rates, see Part II, Item 7A Quantitative and Qualitative Information About Market Risks in our 2024 Annual Report.

For details on the Company’s market risks relating to interest rates and foreign currency exchange rates, see Part II, Item 7A Quantitative and Qualitative Disclosures About Market Risks in our 2024 Annual Report.

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 2. Management’s Discussion and Analysis